


Flayed

by SweetPeach69



Category: Stranger Things (TV 2016)
Genre: Belts, Blow Jobs, Bondage, Choking, Cougar - Freeform, Deepthroating, Extramarital Affairs, F/M, Hot, Hotel Sex, Leather, Light BDSM, Lingerie, Oral Sex, Plot What Plot/Porn Without Plot, Pool, Porn, Possession, Possessive Billy Hargrove, Rough Oral Sex, Rough Sex, Sex, Smut, Stranger Things Season 3, Swimming Pools, billy hargrove - Freeform, karen wheeler - Freeform, mature - Freeform, mind flayer - Freeform, stranger things
Language: English
Status: In-Progress
Published: 2019-07-18
Updated: 2020-01-31
Packaged: 2020-07-08 02:35:36
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 8
Words: 42,891
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19862101
Author URL: https://archiveofourown.org/users/SweetPeach69/pseuds/SweetPeach69
Summary: Karen decides to take Billy up on his offer to meet at Motel 6. What she doesn't know is that he is being controlled by the Mind Flayer.





	1. Thank You For Coming

**Author's Note:**

> This is a short smut story that I wrote. Enjoy! :)

Karen couldn’t believe what Billy was actually proposing to her or if she was even hearing him correctly. It’s scorching out without a cloud in sight, and his words made her even hotter. Mrs. Wheeler clutched her towel and grabbed her beaded necklace as she watched his beautiful pink lips form the words “butterfly” and “breaststroke” while he placed a piece of chewing gum on his tongue. She was mesmerized by how incredibly sexy he was. He flirted with her every day at the pool. She was starting to feel things that she hadn’t felt in years and she could feel her desire for him growing. Her whole body came alive while his thick eyelashes fluttered at her. She eyed his young body, so hard and tan, glistening in the sun. It was like she was in a trance, locked into those electric baby blues as they stared deep into her soul, sparking her lust for him. She glanced at his collarbone, at the beads of sweat forming there and she could almost taste the saltiness as she licked her lips and shifted on her feet. She felt her nipples prick up under her color-blocked pink and blue swimsuit while she watched him bite his lip as he stared down at her breasts. “It will be the workout of your life.” he said in the most seductive voice she’s ever heard come out of a man. It’s almost a whisper as the words leave his sexy lips and he flashes his pearly whites. Her insides churned when she felt his breath dance along her skin with his face just a couple of inches from hers. He’s smirked in a way that should be illegal and she felt like had burst into flames. She started imagining the things she could do to him, the things he could do to her body and she felt butterflies rise up deep in her belly. His eyes stared into her soul as he’s was willing her to say yes through his gestures and words. She couldn’t believe she was actually considering this. With a husband and kids at home, she needed to focus on that instead of fantasizing about this barely legal guy who struck her fancy.

She walked away to go sit back down on her beach chair near her friends. “So what was that all about?” Jane, one of her friends asked. “Oh! nothing. We were just talking about him...um...giving Mike swimming lessons.” The women burst into a fit of laughter while Karen squirmed in her seat, trying to keep her body from betraying her. “Looked like you were talking about a whole lot more than that...besides...we all know that Mike already knows how to swim.” Jane said as she smirked sneakily at Karen.

It’s not that Karen was unhappy in her marriage. She was just bored. Simple as that. She wanted something new and fresh and Billy might just be the answer to what she was truly craving. That evening while taking a hot bath, Karen gave some thought to Billy’s proposal. _Motel 6? He can’t possibly think I would fall for that, does he?_ she thought to herself. But in reality, she knew that she couldn’t trust herself not to fall for it. Karen flashed back to her and Billy’s encounter at the pool and the way his body looked. She imagined her hands running all over his smooth tan skin, brushing her fingers across his abs, tasting every inch of him. In that moment, she decided that she was going to take him up on his offer and she was sure it would be an experience that she would never, ever forget.

Karen spent extra time on her hair and makeup, she rifled through her dresser drawer to find the perfect lingerie. She couldn’t help but feel a little nervous about what was to come. She felt the weight of guilt, along with excitement all at once. After picking out the perfect dress, she headed downstairs to tell her husband the lie that she had rehearsed in the mirror 10 minutes prior. When she got to the bottom of the steps, she took a deep breath and walked into the living room only to find her husband Ted, fast asleep on the couch with their daughter, Holly. The sight should’ve made her feel even more terrible for what she was about to do, but she actually felt relieved that she technically didn’t have to lie to him. She rushed out the door without looking back.

Karen pulled into the parking lot of Motel 6 and took out her compact mirror to smooth out her hair and check her makeup. They agreed to meet up at 8pm and it’s 15 minutes past that. Karen got out the car and then she saw him. He was leaning against the building, smoking a cigarette, wearing a white tank top and jeans that looked like they were custom made for him. Karen swallowed hard. “Started to think you weren’t gonna show.” Billy said, smiling. She walked up to him “Well, here I am.” she said coldly. She started to rethink the whole thing. “Thanks for coming...well uh..maybe I shouldn’t say that just yet. I wonder just how many times I can make you...” he chuckled. She noticed that he was sweaty and his hair was a bit disheveled. While he’d always been over-confident and downright blunt, something had changed about his demeanor and Karen just couldn’t put her finger on it. He just _look_ _ed_ different, his voice sounded different. Karen didn’t know exactly what it was, but she found herself liking it. “Let’s go, I got us a room.” he said as he held up the room key and chucked his cigarette. She followed him down the sidewalk and up the stairs to the second level. He walked ahead of her and she couldn’t help but stare at his ass. She wanted to reach out and grab it, but she resisted. There would be plenty of time for that. Karen walked into the room and sat down on the bed. “You want a beer?” Billy asked. Karen definitely wasn’t a beer drinker, but she decided that she might as well oblige. They drank in silence before Billy asked “So you wanna just get straight to it..or do ya wanna play a little first?” . Karen swallowed hard. “Play?” she wasn’t sure what he meant. “You trust me?” he asked. “No, as a matter of fact I don’t.” she said sharply. “Well, obviously you’re here...so that’s something. Might as well get more... uh...bang for your buck. It’ll be fun. Loosen up, Mrs. Wheeler! Isn’t that why you’re here?” he paused. “To have fun?” he laughed and chugged his beer. Karen decided to try to take his advice and relax a little. She had been wanting this for so long and he was right. She wanted to enjoy every moment of this. She paused for a few moments. “Ok...let’s play.” she grins.

Billy’s eyes turned dark. “Take off all of your clothes.” he commanded loud enough to startle Karen a bit. His tone set her hormones off and she felt goosebumps spring up all over her body. She stood up and turned her back to him. “A little help. The zipper.” He walked up behind her and she could warmth radiating from his skin. She felt his hand start to pull the zipper down slowly. “My, my, my...now what do we have here?” he said while eyeing her lingerie, a lacy black set with a garter belt to match. He slipped the dress off of her shoulders and it fell to the floor. “Fuck. Look at your ass. I guess swimming does a body good, doesn’t it?” he chuckled softly as he moved forward to kiss the side of her neck. She could feel his erection, pressing into her ass through his jeans and she moaned. “Yeah, you like that don’t you? I can’t wait to show you what you’ve been missing Mrs. Wheeler. Turn around.” he said and she turned to face him. He ran his hands up her sides, while he eyed her body. She noticed his hands were extremely hot, almost like he had a fever. She stopped his hands from going any further. “Now, your turn.” she said smiling slyly. He smirked at her, then reached for the hem of his shirt to peel the tank top off of his damp, sweaty body. Karen reached out for his chest. As soon as her skin made contact with his, she sighed. This is what she’d been waiting for, to be able to touch him, to do whatever she wanted to with him. He almost didn’t feel real. “You’re so hot.” Karen said as she felt the intense heat on his skin. “Thanks, you’re hot too.” he said with a laugh. “No, I mean, you’re actually hot, like you have a fever.” the mom in Karen kicked in as she touched his forehead. He backed away. “I’m fine.” he said sharply.

Billy had no intention of revealing anything or relinquishing any kind of control over the situation. He was ready to dominate her, to be in complete command over her body. The mind Flayer’s possession of his mind had tapped into the wilder more intense side of himself. It heightened everything, his anger, his fears, his lust and desire. It was like a high and Billy didn’t feel fully in control of his own mind or body. His arousal was driving him through this moment and nothing else mattered, not even the mission he was set to complete for the Flayer. He wanted to take Karen along for the ride, to make her reach new heights. That was the mission right now. That was to goal that he planned to achieve tonight. Billy felt like he would burst, he was so inflamed with the thirst to be inside of her. The only reason he was forcing himself to hold back is so that he wouldn’t scare her. That’s one thing that couldn’t happen. No one could know what was truly going on inside of him.  


Karen dropped down to her knees in front of Billy and started to unbuckle his belt. She looked up at him to meet his blistering stare. He looked like he was bewitched, like he was fully focused and consumed by the moment. She unbuttoned his jeans and pulled his zipper down. She almost laughed when she noticed he wasn’t wearing any underwear. Of course he doesn’t wear underwear she thought. He reached down to help take his pants off and she gasped at the sight of his dick when his erection sprang free. His cock was much bigger than she expected and she was getting wetter by the second. “Oh my god.” she breathed as she stared at the veins, coursing with blood. “God can’t help you with this. I can help you, though Mrs. Wheeler. Do you want me to help you?” he said as he starts to stroke himself for her to see. She was on fire for him, she just wanted to be all over him, for him to be all over her, in her. His chiseled body looked almost foreign to her as she watched the muscles in his forearm flex while he was tugging on himself, over and over. “Yes.” she whispered. “If you really want it, you’re gonna have to say please.” He said through clenched teeth. “Please.” She said, breathlessly. Billy released his hand from his dick. “Ok. Take it. It’s all yours.” he said while smirking down at her. She eagerly leaned forward to taste him. She took the head of his dick into her mouth and began to suck, pulling him deeper and deeper in. She could hear a moan escape from Billy’s lips and it aroused her even more that he was enjoying what she’s doing. The feeling of her mouth surrounding his dick, so warm and wet, was bringing him closer to losing control. He looked down to see her red lipstick smearing across her face and all over his swollen shaft.  


He placed his hand on the back of her head and started to push as she continued to pull him in and out of her mouth slowly. He thrusted deeper and deeper into Karen’s mouth with each stroke until he hit the entrance of her throat. Karen felt continued to suck him, pulling him even further in until the head of his dick was buried deep in her throat. “Ahh. Fuck, just like that. Swallow it.” he panted out as he started to buck harshly into her mouth. Karen’s head was spinning and even though Billy started to get rough, she liked it. She wanted more of it. Billy felt like his whole soul was between his legs. He was fucking Karen’s mouth hard and fast and she seemed to be enjoying it. It was like she had no gag reflex as he slid deeper into her throat with each pump. “You’re gonna make me come if you don’t stop, Mrs. Wheeler. And we both want this to last.” he said looking down at her. Karen slowly pulled him out of her mouth. She stood up, facing him and he grabbed her jaw to pull her into a deep kiss. She allowed his tongue to invade her mouth. He tasted like cigarettes and beer, but it was all so delicious to her. He continued to kiss her, pressing his mouth firmly against hers, clenching her jaw roughly before he pulled away, leaving her breathless. “Walk over to the chair.” He demanded as he pointed to a chair in the corner. He almost sounded like robotic, like something was slightly off about him, but Karen obeyed, lost in the moment. “Now, take off your bra and your panties, but leave your stockings and heels on.” his tone was domineering. Karen does as she’s told. “Good girl. Now, get on your knees in front of the chair. Lean over it and cross your wrists behind your back.” he demanded. “What?” Karen couldn’t believe this young guy was ordering her around like this, but she didn’t even want to stop him. She wanted him to control her, to own her for tonight. She was so hot for him, he could get her to do anything. “Do it!” he snapped. Karen leaned over the chair and took her position. She could hear Billy shuffling with something and she turned around to see him pulling his belt from his jeans. He reached into his jean pocket and pulled out a roll of condoms. He walked across the room toward her and her body was screaming for him, for some sort of release. All that flirting out by the pool during his lifeguard shift had lead to this and she was determined to give in to every fantasy she had ever had,  


Billy took his belt and wrapped it around Karen’s wrists until it was tight. He pushed the prong into the leather to make a hole, securing it. “You just don’t know how fucking hot you look right now. All tied up. Ready for me to fuck you like you’ve never been fucked before. I bet that pussy is so wet for me right now. Isn’t it Mrs. Wheeler?” He said while rubbing her ass. Karen didn’t speak. She could barely breathe as his scorching hands kneaded her bottom. “Answer me!” he said sharply. “Yes.” she panted out. “Yes, what?” He said as he reached down to stroke her clit. She moaned loudly. “Yes, it’s so wet for you.” she cried out at the feeling of his fingers playing with her nub. “Shit. You’re right. You’re soaking wet.” Billy grunted out while he continued to unravel her with just his fingers. “All those times at the pool...I could tell you wanted it from the start. That you were so hot and bothered. I’ve been fantasizing about you from day one. Thinking about you while I’m jerking off is my favorite thing to do.” Karen couldn’t believe the words that are coming out of his mouth. “You want it rough, don’t you?” He said as he grabbed a fistful of her hair. “Yes. Please.” she moaned out. “I like it when you say please.” He chuckled. He grabbed his dick and started to push at her entrance. Karen felt like she could come right now, but she tried her best to hold on. She didn’t know how long she would last. Billy groaned as he eased slowly into Karen’s pussy, which was now dripping wet. “So wet.” he hissed. As he started to thrust into her. Karen could feel her walls being stretched by Billy’s thickness as he pushed deeper and deeper into her core. It felt divine. He let go of her hair and grabbed the loose end of the belt before he started to thrust into her faster and harder. Karen could feel her wrists chafing against the rough leather of the belt. Billy started to pick up the pace, bucking into Karen wildly between grunts and groans. Their bodies were becoming slippery with sweat. He started to slam into her and she could feel something building deep inside of her. Her whole body was tingling and she knew she was close. Billy reached forward with his other hand and wrapped it around Karen’s neck. When he started to squeeze, he could feel her pussy clench around him, letting him know that she liked it. Karen’s body was getting sore from being pushed and pulled, but the feeling at her center consumed her and dulled the pain.

Billy continued to squeeze harder on her neck, while pulling on the belt and it sent Karen almost to the brink. He had lost all control and nothing could stop him in this moment. His hips were slapping against her frantically and they were both breathing heavily with each stroke. “Oh god, Billy!” Karen screamed and Billy rammed into her even harder, forcing himself deeper within her slick walls. “Come for me.” Billy said. Karen let go and her orgasm devoured her as waves of her arousal gushed out of her and down her leg. “I’m close.” he said through clenched teeth continuing to push into her. She could feel his cock twitch inside of her before he growled as he reached his release. Billy continued to thrust in and out until every last drop of his seed had spilled out of him and into her.

They were both out of breath as Billy eased out of her and pulled the condom off. “Fuck...that was...earth shattering.” Karen said while trying to steady. Billy was still on his knees behind her, looking at her bare ass. “Trust me, Mrs. Wheeler...I’m just getting started.” He said as he felt his dick start to swell again already. _I guess this mind_ _F_ _layer shit has it’s perks_ Billy thought as he ripped open another condom with his teeth before he grabbed his cock to guide it into Karen again.


	2. Shelf Life

**Summary for the Chapter:**

> Karen tries to resist Billy and fails miserably

**Notes for the Chapter:**

> I had fun writing this one. I hope you enjoy it! ;)

As soon as Karen woke up, at home in bed beside Ted, she could feel the soreness all over her body from last night's events. She rolled over on her back to look up at the ceiling. She bit her lip to avoid grinning like an idiot. She couldn’t believe what happened between her and Billy, the pleasure he gave her, how intense he was. She got chills up her spine thinking about the things that he did to her. It was like he wasn't in control of his own body. She could feel her temperature rising, so she decided to stop thinking about it and get out of bed. Ted was still still snoring as she got up to grab her robe to head downstairs and make breakfast. It would be another day out at the pool with the girls, but this time, it would be different. She blushed at the secret she was keeping.  


After breakfast with the family, the phone rang. It was her friend Jill calling her to see what time they would be meeting at the pool. Everyone was still in the kitchen so Karen decided to take the call in the family room, away from everyone. "So I have something to tell you." she said trying to hold back from giggling. "What is it, Karen?" Jill said back. "Well...um...last night...I kind of." she paused. "My god, Karen spit it out!" Jill said. "Billy." Karen replied and that's all Jill needed to hear before she knew what had happened. Everyone saw how Billy flirted with Karen all the time and it was obvious that they always wanted each other. "Karen, oh my word!" Jill said as she laughs. Karen muffled her own laughter with her hand so that her family can't hear her. "Yes, I did it. And it was the most earth-shattering sex of my life. I just can't describe it! It was like..." Karen's voice was full of wonder. "It was like what?" Jill asks inquisitively. "It was like he was _possessed_ or something!" she paused again. "I know he's 18 years old, but the energy he has is beyond anything I could imagine. He's like a machine! I honestly think he would have been able to keep going for forever, but for some reason after the third time..." Jill interrupted her. "The third time! Like as in THREE?!" she exclaimed. Karen snickered and looked around to make sure no one is coming. "Yes, as in three! Anyway, after the third time, he said he had somewhere to be and then just kind of rushed off urgently. It was after 11pm, so I don't know where he could have been going." "Well, you know, he's young. Probably a party or something." her friend said. "It was just strange the way that he left." Karen frowns. "Do you think it will happen again?" Jill asked. "No. I mean, it was fun, don't get me wrong, but I feel guilty. I'm going to tell him that I had a great time, but I need to focus on my family and it can't happen again." Karen said. "It's for the best." Jill said knowingly. "Ok, so meet at the pool at noon?" Karen asked. They agreed and hung up.

Karen did her hair and makeup to perfection before and putting on her new bathing suit. "Heading to the pool!" She called out to her family. Ted came to the door and leaned in to peck her on the cheek before she left. "Have fun, honey." he said, smiling at her. Karen could feel the guilt weighing in her stomach like a brick.

When Karen arrived at the pool, all of the other ladies are already there, sipping their drinks and putting on sunscreen. She greeted them all with a smile as she smirked at Jill, who was the only other person who knew her secret besides her and Billy. Karen applied sunscreen and laid back on her chair. "So how was everyone's night last night?" Karen's friend Jo asked. Both Karen and Jill bursted into laughter, making the other ladies wonder. They quickly caught themselves and tried to brush it off. "It was ok until I burned the meatloaf." Jill said, trying to imply that that was what her and Karen were laughing about. All the ladies laughed. Every so often, Karen would glance to the left because she knew Billy's shift was going to begin soon. She tried to do it discreetly, but she knew Jill could tell what she was doing. The ladies chatted about their typical daily topics and it wasn't long before Karen glanced over again and saw Billy quickly walking into the pool area and toward the storage room. Karen's face flashed hot when she saw him. He seemed like he was really in a hurry. The ladies were laughing about something or another, but Karen was in a trance as she watched Billy disappear into the dark entrance.

She decided that now was the time for her to tell him that what happened between them was a one-time thing. "I'm going to go to the ladies room. Can you all watch my things?" she said to her friends. She stands up and tied her sarong, which is more like a large silk handkerchief that barely covered her ass, around her waist and stepped into her open-toe, slip on, high heels. She walked toward the bathrooms until she was just out of sight of her friends and took a sharp right to go find Billy. She reached the entrance of the storage room, where was dark and damp. She walked down the long corridor, to the left and then she saw him. He was standing in front of a shelf with his back turned to her. "Billy?" she called out to him and he didn’t turn around right away. She started her impromptu speech about how they couldn’t see each other in private again. "Billy, last night was a lot of fun. In many ways it was just what I needed, but I wanted to come in here to let you know, that it can never happen again. I have a family that I need to focus on and I don't want to jeopardize any of that." She stopped. Billy’s ears were ringing as he turned around to stare at her without saying anything. His hair was dripping with sweat and his curls were plastered to the sides of his face. His eyes looked glassy and his whole body was wet like he'd taken a dip in the pool with his clothes on. She eyed his black tank top, which was drenched and clinging tightly to his frame. She could clearly make out the print of his chest and every single ripple in his abs. Her mouth went dry as she stared at all the shapes and curves of his body. His eyes were even more intense than the night before and she started to wonder how that was even possible. "Mrs. Wheeler, you shouldn't be in here. But, now that you are..." he smirked as he paused. His voice sounded deeper than normal, almost unfamiliar to her. She couldn't figure out what was happening, what he was thinking. It was like he didn't hear a word that she had just said. "Billy...did you hear me? I said nothing can happen between us again." He's stared into her eyes as he walked closer toward her, invading her personal space.

He face was inches from her. He hovered over here, and she felt a bead of the sweat from his hair drop onto her shoulder. Her skin immediately heated up. "Are you saying, you don't want me, Mrs. Wheeler?" he said as he closed the gap between them and leaned down to brush his lips softly against hers without kissing her. She felt his hot breath on her mouth and slightly parted her lips. She could feel his erection starting to form beneath his red lifeguard shorts and her heart rate picked up. Karen swallowed hard. "Billy, it's not that I..." she could barely breathe as she forced the words out. "It's just that I..." she was panting feeling his hardness against her. He was magnetic and her whole body was screaming for him. All of her thoughts were drifting away from her. She truly wanted to show some self control, but the way he towered over her lit a fire deep inside of her. "You see, I think you _do_ want me. I think you want fuck me real bad. Tell me that I'm lying?" he said pushing his erection further into her belly. Karen let out a sigh as a tingling sensation spread all over her body. Billy finger tips brushed from her wrists all the way up her arms. "Tell me you don't like it. Tell me that you don't want my dick deep inside you right now." he reached her shoulders and started massaging. Karen felt goosebumps prick up on her skin when Billy's warm lips made contact with her neck. He kissed it softly over and over again. "I don't hear you objecting." he whispered against her flesh. Karen was losing all control. She could tell he was enjoying making her crazy. Her pulse was skyrocketing and her body was betraying her. She had to have him him.  


"You know what I think? I think you need it so bad that you're probably dripping wet right now." His words were like flames. In that moment, Karen knew that Billy had control of her. She knew that what he was saying was absolutely true and that she couldn't trust herself around him. "Billy, please." she said backing up and away from him almost stumbling, to press her back against one of the wooden shelves. He chuckled. "Please? Now, that's my favorite word to hear from that beautiful mouth of yours." He moved in to press her against the shelf. Karen had lost the battle, she was overwhelmed with her lust for him. His blue eyes stared into her soul and she wanted him to take her, to play with her body, to own it, just like he did the night before.

Billy backed up to put some space in between their bodies. "Now, Karen, as you know, my shift is starting really soon, so we don't have much time. If I'm late, Heather will come looking for me." he sounded amused and excited as he slowly started loosening Karen's sarong. Karen could feel the sweat forming on her brow as she looked down at his masterful hands pulling at the silk fabric to untie it. Once he had her sarong off, she watched his hands spin it into a long thin roll. She doesn’t know what he could be doing, but she eyed the veins in his forearms and his biceps as they flexed, with each twirl of the sarong. His whole body was delectable. "Open up your mouth. Wide." he says and that familiar commanding and was back. She opened her mouth and he placed the rolled up sarong between her teeth. "Bite down, now." Karen obeyed his orders. He tied it securely behind her head until was just tight enough. Karen was beyond turned on and so hot for him, but she couldn’t say a word. Her arousal was seeping out of her, soaking the fabric of her bathing suit between her legs. "Your pretty little mouth looks so good gagged like this. It's only prettier when it's wrapped around my dick. I bet you like to be gagged, don't you Mrs. Wheeler?" he chuckled wickedly. "I know you can't talk, but you can give me a little nod, can't you?" his lips spread into a smile. Karen nodded. "Good." he said as he leaned in and placed his hands on each side of her on the wooden shelves. He ran his tongue from the top of her ear, down to the lobe and sucked on it gently before he ran it even further down along her jawline. Karen felt like she might combust as his warm tongue tickled her skin. He reached behind her to start moving the items on the shelf to the side, making space. In one swift motion, he lifted her up to sit on the shelf. He pulled his red swim trunks down and Karen's mouth watered as she looked down at his stiffness. She studied the tight skin of his shaft, each vein so full of blood. She remembered the taste of him, the heaviness of him in her mouth last night and her clit throbbed.

Billy walked in closer again and grabbed her knees to spread her legs before he stepped in between them. "We need to make this quick. Just how quick do you think I can make you come?" he snickered and she couldn’t respond. He pulled the damp fabric of her bathing suit to the side to expose the center of her. "Mmm." he sighed out as he eyed her slippery pink folds. "I told you that you were wet for me. Delicious." he said as he dropped to his knees before her. He spread her slick lips and flicked his tongue against her clit. She groaned through the makeshift gag as she felt him graze all of the nerve endings on her pulsing nub. He started to suck her and kiss her and she bit down hard on the gag as she felt herself coming further and further apart. His mouth, his lips, his faint mustache felt so good as he devoured her as if he was starving. She reached down to knot her hands in his hair as he continued to take her close to the edge with each stroke of his tongue. She could hear and feel his mouth smacking on her, lapping up every drop that spilled out of her. "You taste so fucking sweet, Karen. I could eat you all day." he whispered. Karen felt that she could come just at the sound of his voice. Suddenly he stood up. Karen fought to catch her breath, with her whole body quaking. She looked down as Billy moved forward to guide his cock into her. She could still feel the soreness from last night as she watched his shaft slowly disappear into her.

Billy started thrusting in and out and she could see her wetness coating him, aiding his cock as it slid back and forth. It was the most beautiful sight she had ever seen. His hands were hungry, all over her, her arms, her breasts, everywhere until they found their home, gripping her thighs while he forced her legs wider. Karen was panting and moaning as Billy continued to sink into her, stretching her walls with his impressive size. It felt like ecstasy as her pussy wrapped around him like a glove, welcoming him deeper inside. Billy started grinding into her harder and faster and the bottles and equipment on shelf were being tossed around as he pushed into her each time. The shelf was hitting the wall and she wondered if they would break it, if he would break her. She's gripped his shoulders and both of their bodies were slippery as his nails dug into the flesh of her thighs. She couldn’t help but to think that at any moment, Heather or anyone else could overhear them and come in. The risk was thrilling to her and caused butterflies to flutter around in her belly. She looked up at Billy, wanting to watch him come apart with her. She wanted to see his need for her, for him to see her need for him. Billy could feel himself being pulled into a dark pool of lust. He saw flashes of light in the darkness and he felt like he had lost all control, like he was no longer in the room or even on the planet. When her eyes met his, she noticed that it looked like he had drifted away. There was a sinister expression on his face as his stared back at her. She watched as his eyes turned from the beautiful blue/green color that she'd gotten used to, to the purest black that she had ever seen. It's as if she was looking through a window into a starless galaxy as she watched the darkness spread through his irises. She gasped through the gag, but he didn’t seem to notice at all. He just continued to smash into her over and over. Karen squeezed her eyes shut and opened them again to make sure that she was actually seeing this. When her eyelids open again, his eyes are still the same, so dark and menacing, putting a spell on her. He pounded into her harshly and he almost looked like a demon as he pumped over and over again. Karen's wetness was gushing out of her and onto his cock. He was fucking her just the way she wanted and Karen felt like she was being possessed by him. She couldn’t break his stare. It was like he was controlling her mind body and soul. It was a feeling she had never felt before, like their minds were connected, beyond any words.

She was so overcome with desire, that even though she was slightly frightened, she couldn’t stop herself from wanting him, from wanting more. She looked into his eyes, which have become intense dark shadows, and she actually wanted to scream _harder_ , but the gag was preventing her from verbalizing her wants. Her mind was willing him to fuck her unmercifully. It was just what she needed, what she wanted. It was almost like he could read her thoughts as he stilled for a moment like he was mentally processing something, before he slammed into her as hard as he could. It took the wind out of her and she felt like she might break in half. He was so strong and forceful and she loved how rough he was being. "Lift your hands up." he instructed and Karen did as she was told. He grabbed her small wrists to pin her arms against the edge of the wooden shelf above her head. She felt her climax building deep in her belly. Both of their bodies were wrenching and lurching and Karen could feel the wood of the shelf cracking beneath them as he continued to crash into her powerfully. The loud sound of the shelf banging against the wall with all the bottles and pool supplies rattling about was taking Karen even closer to the brink. When she felt his dick start to twitch inside of her, she knew that she could start to let herself come undone. He bit down on his lip while gripped her thigh with his other hand. His nails dug into her skin until he drew blood. She felt the droplets trickling down her leg as he raked across her flesh. Nothing mattered, not the soreness in her body, the pain on the surface of her skin, nothing. Billy's cock was controlling the both of them and he could feel Karen's every desire. He was catering to what her mind was telling him. Karen's pussy was squeezing around his dick, sucking him in deeper and he couldn't wait to come inside of her. He felt the muscles of her walls clench every time he pulled back and his cock was swelling even more each time.

The wave, that was building inside of Karen had been waiting to crash like a tsunami since she first entered the room with him and she could feel the crest approaching. Her whole body started to convulse and as she reached the very edge, she felt like the intensity between her legs might kill her. When she finally allowed her orgasm to overtake her, electricity rippled through her entire body like lightning. He released her wrists and she immediately dug into his shoulders. She felt one of her nails snap under the pressure and he didn’t even react to the pain. Billy heard a stifled moan come from Karen's lips as she reached her peak. He was grunting and groaning as he found his own release. He pushed deep into her and spilled every last drop he had into her wet cunt.  


They were panting, finding it hard to breath as Billy closed his eyes and pulled out of her. Karen was covered in a layer of sweat and Billy's body is still drenched. She couldn’t believe she just fucked him again and she couldn't even stop it. She didn't want to stop it. It was like some sort of drug and now, it felt like she was coming back down to earth. When Billy opened his eyes, they were the color of the sea again. He untied the gag and Karen let out a deep breath. She didn’t know what to say and her head was spinning. "What...what was that Billy?" she asked breathlessly. "What was what? We just fucked. Again. Just like you wanted Mrs. Wheeler." his smile doesn’t reach his eyes. "No, I mean your eyes." she said. He looked at her angrily "I don't know what you mean. I'll see you later, Karen." and just like that, he walked out of the room, leaving Karen alone with her thoughts. Karen tied her sarong around her waist to hide the bloody welts on her thigh and smoothed her hair out before heading back out to join the girls.


	3. Games

**Summary for the Chapter:**

> Billy and Karen clash as things continue to heat up between them

**Notes for the Chapter:**

> Enjoy! Thanks for reading ;)

Billy ignored Karen completely for the next few days at the pool. Whenever she would try to speak to him, he was almost hostile and Karen was growing frustrated by his combativeness. She wracked her mind trying to figure out what she could have possibly done to him to make him behave this way toward her. _Was it the question she asked him about his eyes after their last encounter?_ she wondered. Billy knew deep down inside that he should stay away from her. The Flayer's pull was getting stronger on his mind and he felt like it was hard to trust himself not to harm her, or anyone else he cared about. She was literally the only person in his life that showed true interest in him. Of course, the girls at school flirted with him, but she seemed different. He had no friends, no family that he thought cared about him. Her attraction to him, this older woman who seems to have her shit together, being drawn to him, seemed different than anything he had experienced before. It was both the thrill of the chase and conquest along with the curiosity about why she couldn't seem to get enough of him that intrigued, but scared him at the same time. He didn’t plan to admit it aloud, but since the first time they had sex, he felt very much as addicted to her as she was to him. Yet, he couldn't get close because he knew it wouldn't end well.  
  
Outside of his shifts at the pool, he started to isolate himself from everyone he knew. He hid in his room at home and when he wasn't there, he was recruiting for the Flayer's army at night. Billy struggled within himself every day and just wanted to break free...to feel some peace, but there was none.  
  
It was the fifth day since the encounter with Billy and Karen in the storage room. Karen was out at the pool with her friends soaking up the sun. As always, the ladies got excited as the time for the lifeguard shift change approached. Karen was indifferent, preparing herself to be ignored again. Billy walked out with his tan shirtless torso glistening in the sun and as he passed the ladies, he smirked at Karen. "Mrs. Wheeler." he greeted her with a wink. Karen was so shocked she could barely speak. "H...Hi Billy." she said as he continued to walk toward his post. Heather, the girl who's shift he was relieving climbed down from the post and when she reached the bottom, Billy wrapped his arms around her and lifted her off of the ground, kissing her cheek. She laughed and tried to shove him off before he planted a peck on her lips. _What the fuck?_ Karen's face burned with jealousy as she watched the two young people playfully embrace each other. She was both surprised and confused. Of course, Billy wasn't hers by any means, but just what the fuck was happening? Jill flashed a look at Karen after seeing Billy all over the other lifeguard. Karen shook her head as if to tell Jill that she isn’t fazed, but they both knew it was a lie. What started as jealousy, quickly turned into full-on anger. Karen was so relieved when she saw the skinny young model-looking lifeguard walk away from Billy and past her and the ladies. She spent the rest of the time at the pool that day, trying to avoid glancing over at him up at the post, looking like sex on legs.  
  
Karen got up to head to change back into her dress so that she could go home and start on dinner for the family. She smoothed out her yellow button down belted dress and looked in the mirror to apply a layer of pink lipstick. She eyed her 30-something year old face, the slight signs of aging obvious to her, and sighed. S _he may be younger, but she's far less experienced._ She thinks to herself and laughs out loud. She could hear the faint sounds of thunder, before she heard the rain starting to hit the roof of the room she ws in. As she walked back out, she heard the screams of the children as they scrambled out of the pool to run with their parents to their respective cars. It was chaos and she knew everyone would be rushing to get out of the rain. She heard Billy's whistle. "Slow down! Pool's closed, so make your way carefully to the exit!" His deep voice echoed over the crowd. Karen gazed at his soaking hair. Her eyes wandered down his body and she saw that his swim trunks were wet and stuck to his bottom half like a second layer of skin. She looked at his muscular ass and she flashed back to how hard his body felt the last time they were together; how smooth his skin was under her fingertips. She just wanted to touch him. Karen swallowed hard and started the walk to her car. She got in and tried to steady her breathing while gripping the steering wheel with both hands. "Karen, get your shit together!" she exclaimed aloud to herself. She sat there watching the other families leave in their cars. It was like she's stuck, paralyzed there and she had no idea what she was even waiting for. When she saw Billy walk out, fully clothed with his damp curls hanging down around his face as he headed to his 1979 Camaro, she couldn’t help but stare at him. He got in, with Karen watching his every move. The rain had slowed some, but it was still coming down as Karen turned the ignition to start her car. Billy pulled out of the parking lot and Karen waited a beat before she followed. She had no idea why she was following him, but she could stop herself and she knew it was probably a mistake, but she didn’t care. He noticed he was being followed pretty early on and he chuckled out loud when he realized that it was Karen. _She just can't get enough._ He thought to himself. It was a while before Karen saw Billy pull off to the side, into the parking lot of an abandoned warehouse. Her brow furrowed as she pulled into the parking lot behind him. She hadn’t even come up with a plan for if he asked why she had been following him. _Are you that far gone, Karen?_ She thought to herself as she switched the engine off and leaned her head on the steering wheel trying to gather her thoughts. When she finally looked up, she saw Billy leaning against his car, standing in the rain, smoking a cigarette and staring right back at her. _It's not too late to bail._ Karen thought, but deep down she knew she wouldn’t. She took a deep breath and got out of her car to walk toward him. She could feel the cool droplets of rain hitting her body, soaking her hair and dress. She could see his nipples through the dampened white shirt as it bonded to his body, revealing the shape of what was underneath.  
  
"What the fuck are you doing here and why did you follow me?" He said the words calmly, but they felt like sharp knives to Karen. She couldn’t keep up with his mood and she was annoyed with him. "Listen Billy, I don't know what kind of fucked up game you're playing, but I'm done! I can't...I can't put into words how confusing and frustrating you are! You ignore me for days, then when you _FINALLY_ acknowledge that I exist again, you go and....you're all over that girl....and kissing her!" Karen felt so ridiculous saying all of this, but she couldn’t stop the words from spilling out. Billy smirked. "Wait....Karen, are you...jealous?" he said before he started to laugh from his belly. Karen was so mad she could kill him, she balled up her fists and clenched her jaw as she stared daggers at him. Her nails are dug into her palms as she tightened her fists. "Game? I seem to remember you liking my games." he was still smiling as he chucked his cigarette on the ground and stepped on it. He leaned back onto the car and crossed his arms, smugly, waiting for Karen to respond. He looked so relaxed that she couldn’t stand it. "Fuck you, Billy." she said as she stood there with her chest heaving. "Karen, you really need to work on your choice of words. You've already fucked me." he chuckled. Karen charged toward him, with the heat of her rage boiling under her skin. As soon as she was in front of him, his blue eyes stared into hers and she was locked into his gaze. She could feel that familiar feeling stirring in her belly and it made her even more enraged. She reached up to slap him across the face, but his hand was quick and he grabbed her wrist and squeezed it harshly. Karen wriggled her wrist to try to jerk herself from his grip, but he just squeezed tighter.

Billy looked calm, but she could see the amusement in his eyes as she struggled to break free. His grip tightened. "Billy, you're hurting me!" she said sharply and he slightly loosened his grip, but still didn’t let her wrist go. "Again, your words... You and I both know that you get off on pain." Karen was exasperated. She felt like she was not only locked in a physical battle, with Billy holding onto her wrist, but also a mental battle with him...with herself. Karen stilled her arm from struggling to get away from him and he smiled at his conquest. Karen tried not to smile, in fact it was the worst thing she could do in this moment. She wrestled with the muscles in her face to stop it and when Billy saw the corner of her mouth twitch, he burst into laughter with her following unwillingly. He released her wrist and she rubbed it. "You're exhausting. Do you know that? Fucking exhausting."she said. "You have no idea how exhausting I can really be." his tone was suggestive as he flashed a sneaky grin at her. "Seriously, Billy. I'm angry at you for all of this back and forth." She wanted him to know how she really felt. "Karen, I don't care." he replied. Billy knew that he couldn’t let Karen get too close to him. He enjoyed fucking her, in fact, she was the best lay of his life, but he couldn’t let her distract him from his task. Karen could feel the fury bubbling up inside of her. "Oh, you don't care?!" she yelled at him. "No, I don't. So, do you have anything else you want say to me?." he said with a blank face and a flat tone. Karen felt the anger deep within her boiling to surface. _He doesn't care?_ She couldn’t control her feelings in the moment as her mind raced. She was upset at his cold demeanor and also that she let herself feel this way about him. Fueled by her temper, she launched into him punching him and slapping him several times before he could stop her. "Karen calm down!" he said while trying to duck and dodge her flying limbs. He grabbed her arms and spun her around to pin her to the car. "Stop it! Now!" he said as he shook her. He couldn’t help but get turned on by how mad she was at him. He frowned down at her while she could barely catch her breath. "What is wrong with you, Karen? Relax." he said while continuing to shake her. "Go fuck yourself, Billy!" Karen hissed at him. His frown smoothed out. _If he smiles right now, I'm going to murder him in this parking lot._ Karen thought to herself. "Go fuck myself? I think I'd rather fuck you." he said as he frowned down at her again, still gripping her upper arms. Karen swallowed hard and glared at him. The rain was still coming down on them while the sun was starting to set and Karen could see steam rising up from the ground as the large droplets crashed down.  
  
Billy released her from his hold and undid the belt on her dress as he walked in closer. Karen took both of her palms and shoved him away as hard as she could. He stumbled back and looked at her through his long, thick lashes. Her eyes wandered down his body, to his chest, to his jeans, which were soaked and her mouth watered. Her body was betraying her and she was angry about it. She knew what she wanted and Billy could tell without her saying a word. He could hear her thoughts and desires. He walked toward her and hooked his fingers into the front of her button down dress before forcefully ripping it open. Karen gasped as the buttons flew in every direction with some of them ricocheting off of the car before hitting the ground. She was shocked as she stood there, staring at him. Each breath she dragged into her lungs felt like labor. He stood there, watching her, exposed before him, with her dress torn open and her pale colored silk bra and panties nearly transparent now under the rainfall. He eyed her stiff nipples as they poked through the fabric. Her flat toned abs caved in slightly with each ragged breath she let out. Karen's head was spinning, she felt a mixture of anger, arousal and confusion all at once. She tried to avoid looking into his eyes, which she knew would be the death of her, but she couldn’t help it. When she locked into his stare, she was immediately entranced, unable to look away, completely hypnotized by her hunger for him. She could feel the electricity between them building with each moment of silence. Her clit was starting to ache for friction and she squeezed her thighs together for some relief. Billy walked in even closer and lifted her chin with his hand. "What do ya say, Karen...do you wanna play a game with me?" he asked. Karen was trembling as she looked up into his perfect face. He could hear her thoughts before she could react and he knew what she wanted. She bit her lip and nodded quickly at him. His evil grin sent chills through her entire body. His expression turned blank before he stepped back and tore through the fabric on her panties with his bare hands. She gasped as she watched the shredded silk fabric fall off of her to the ground and her eyes widened in disbelief. He caressed her shoulders as he slid her dress off of them and tossed it to the side. Karen quickly removed her bra or she was sure he would rip that too.  
  
Billy peeled his drenched shirt off and Karen stared at his hard body. His jeans were hanging low on his hips from the heaviness wetness of the rain, and she couldn’t help but yearn for what was beneath them. He unzipped his pants before lifting her to sit her on the hood of the car. Karen flinched when her bottom touched the smooth cold metal. Billy wrapped his hand around her neck and slowly pushed her down so that she was laying on her back. Her body was searing with desire as she heard the rain drops pelting on the metal beside her ears. Billy ran his hands down the center of her body and she heard him let out a groan. Her insides were churning with anticipation as she watched his hand slide down her slippery wet skin. He eyed her curves intently and Karen felt so exposed. She couldn’t believe she was outside, naked, on the hood of Billy's car, waiting for him to fuck her. She could never control herself when she was around him and she just wanted him to take her. He grabbed her knees to spread her legs before he grasped her hips to slide her bottom to the edge of the hood of the car. The slick metal dragged across her skin, burning a little against the soft flesh of her back as he slid her forward. She lifted her head slightly to watch him as he pulled his hand away to massage the bulge that she could see, pushing out from the open zipper through his jeans. He used his thumbs to spread her lips. "Look how wet you are for me, Karen." he said as he started to stroke her clit with one of his fingers. Her entire body reacted to his touch as she squirmed while he played with her. He inserted two fingers into her warm depths and began to stroke her while continuing to swirl her clit with his thumb.  
  
Karen moaned and writhed as Billy continued to stretch her with just his fingers. His hands felt heavenly, but she felt deep down inside that there was some sort of dark force driving him and his every move. She just couldn't figure it out and couldn't make herself think to far into it. She arched her back as he continued to slide his fingers in and out of her, hooking them into a beckoning gesture, willing her to come apart. "Billy...." she moaned out, wanting to feel him inside her. "Billy, what?" he asked playfully while continuing his assault on her pussy. "Billy, please!" she was frantic. He stroked her a few more times with his fingers and then spread her legs even further apart. He loved that he had complete control over her body. He knew he could likely make her come at any moment, but he wanted to drag it out, to let it build. This was his game today and he was fully focused. Karen's body was inflamed. She felt like she had lost all control of everything and all she wanted was for him to fuck her. Billy reached forward to rub his hands across her mouth. "Open" he commanded. When Karen obeyed, he shoved his hand into her mouth to wet it before stroking his cock with the lubrication of her saliva. He groaned at the feeling of himself in his hand, which felt almost foreign to him in this moment. Karen looked up to see him pulling on himself, feeling more aroused by the moment. He looked down at her sex, with her swollen lips, so fleshy and pink and he couldn’t wait to dive into her like she's an ocean. Karen couldn’t contain herself any longer. She reached down to touch her pussy, to give her clit the friction that it needed Billy grabbed her wrist before she could touch herself. "No. You don't come until I make you. Do you understand?" His voice is dark and deep. "Yes." Karen said, frustrated.  
  
Billy eased into Karen slowly. When he breached her entrance, she arched her back even further to welcome him in. He pumped slowly with just the tip of his cock in and out of her slippery tunnel, unraveling Karen more and more. She ground her hips to try to coax him in further, but he didn’t take the bait. He continued to tease her pussy with the tip of himself again and again, making her insane. He spread her lips to watch himself moving in and out and he felt like he was going to drive them both crazy. When he started to push further into her, Karen let out a sigh. The feeling of him stretching her walls was beyond comparison. She squeezed her eyes shut and invited him further in with no words. He started to go deeper and deeper, gripping her thighs and spreading her legs apart. He slid his hands all the way down her legs before he lifted both of her ankles to rest on each of his shoulders. Karen's body was trembling as Billy continued to push deeper, invading her depths. Her body bloomed beneath him. Every single inch of her was alive while he stroked her walls, burying himself in her.

He repeatedly sank into her faster and Karen surrendered her whole body to him, dizzy with the thrill the fullness between her legs. She let out a moan as she clawed at the metal beneath her, unable to grasp anything. "Your tight little pussy belongs to me." Billy grunted out between thrusts. His words set her ablaze. She loved the way he has command over her body and she didn’t ever want him to stop. He's gripped the fronts of her thighs as his hips started to slam forward roughly with his skin slapping against hers, making the sweetest sound. He reached forward to pinch her nipples, teasing them and elongating them and Karen could feel herself slipping away, deep into a sea of arousal. Each time he plunged into her, her body lurched a bit, making her breasts bounce. Her pussy was swallowing him up, surrounding his thickness so tightly that he felt like he wouldn’t last long. He felt Karen clench down. She could feel her climax building already and was thirsty for the feeling. She panted and moaned and Billy smirked, knowing that he won't let her come yet. "Billy, I"m gonna come!" Karen whimpered.

"No, you're not. Not yet. Turn over. Feet on the ground." he commanded after he eased out of her, pulling her away from the edge. Karen already missed the feeling of him deep inside her. She wanted to come so bad and she felt frustrated as she tried to gain her footing. Once her feet were on solid ground, she turned around and Billy pushed her forward to bend over the car. "The most beautiful ass I've ever seen." Billy rasped. Karen could feel the flush spread all over her body when the words left his lips and she braced herself for what as to come. He massaged her hips and looked down at her tan ass, He felt like he could explode just at the sight of it. He slammed into her and she screeched at the contact. Intense pleasure and pain shot through her core as he picked up his pace, pumping faster. Karen felt herself getting close to the edge again already. Pleasure was flooding her body, overtaking her, making her quiver inside and out. Billy knew she was at the brink again, so he slowed his pace and pushed as deep inside of her as he could before he stilled. Karen waned to scream. She started to grind her hips against him desperately for friction. She just needed some relief. "Don't move." he snapped at her and she felt like she might lose it completely. "Billy...Billy...please." Karen whined as she continued to push her ass back into him. He grabbed a fistful of her hair and tugged on it roughly before he started to move again.

He was enjoying the feeling of his dick being smothered by her and he relished in the softness of her skin as he gripped her hip. She looked like a goddess beneath him and he was intoxicated by the sight of her body succumbing to his every move. Karen could feel her peak stirring inside of her again as she drifted further and further away. Billy plunged into her faster and deeper and he could feel tingling in his cock and all over his body. "Do you want me to let you come?" he grunted out, yanking her hair, making her head snap back. "Yes...please...make me come!" she moaned. "You want it so bad, huh?" he said, continuing to buck into her faster and harder. "So fucking bad!" she exclaimed. "Come for me, then." he groaned as he picked up his pace even more. Goosebumps sprang up all over Karen's body when she heard the words. She had never wanted to come so bad in her entire life. Her body lurched forward each time he pounded into her and he was enjoying watching her body jerk back and forth. Her slick walls contracted, squeezing around him, closing him in. Billy groaned at the feeling as he continued to thrust into her. Karen was reaching the edge and knew she couldn’t take anymore. When her climax finally exploded within her, she cried out. Billy loved the sound of her coming apart as her wetness coated his cock. She slammed her eyes shut and let the pleasure overtake her completely, surrendering to the height of her ecstasy, feeling it all the way down to the tips of her fingers and toes. He was conjuring every ounce of her orgasm out of her and in that moment, he owned all of her. "I'm close." Billy said through clenched teeth. He released her hair and leaned forward to grind into her deeply. She felt the heaviness of his torso on top of her, restricting her movement. He and bit down on her shoulder as he hit his high spot. She felt the sharpness of his teeth pierce her skin as he clamped down on her flesh. Her pussy milked him of every last drop until everything had spilled out of him.

They could barely breathe and Karen felt lightheaded as she floated back down to earth. Billy pulled out of her and she felt weak in the knees as she stood upright, with her head still spinning. She turned around to put on her bra and slip into her ripped dress. She held it closed with her hand as she tried to gather her thoughts. She could hear Billy start to chuckle. "Do you care to share what is so funny?" she asked him. "Face it, Karen. You couldn't resist me if you tried and I can't resist you. Let's just embrace this for what it is and stop with the games." he said laughing, zipping up his jeans. She knew he was right, but she was annoyed at his cockiness. _How dare he?_ She was livid and she thought about trying to slap him again, but she knew it was worthless, so instead, she reached down to snatch her torn panties off of the ground and huffed. "I thought you liked games!" she screamed before she stomping off to her car. Billy was still laughing as he pulled on his tank top before he lit a cigarette. _"Until next time, Mrs. Wheeler."_ he muttered to himself, knowing she couldn’t hear him. She started her car angrily and tried to come up with a plan to explain her appearance when she got home.


	4. Compulsion

**Summary for the Chapter:**

> This chapter picks up right Karen and Billy's encounter in the parking lot of the abandoned warehouse. Karen learns what happens when she avoids Billy.

**Notes for the Chapter:**

> I had fun writing this one. I hope you enjoy it!

Billy sped off in his Camaro while Karen was still sitting in her car. She tied the belt on her dress and pulled it together as much as she can. She reached into her purse to grab a few safety pins to close the front of her dress and smoothed it out. It was the best she could do right now. She pulled her hair back into a bun and adjusted her makeup in the mirror. If she could just get through the door and up the stairs without someone stopping her, she would be in the clear. She was arriving home later than normal and hoped that Ted was sleeping in the recliner as always. She was still reeling from her encounter with Billy. Part of her felt excited at the thrill of the secrecy and the truly explosive sex, but the other parts of her felt confused, guilty and intensely frustrated.  
  
She arrived home and when she walked up to the house, she opened the front door swiftly. _No turning back now_. She thought. She walked briskly through the door and ran up the stairs hearing "Mom!" as she passed by. "Bathroom!" she called as she continued to run, distancing herself from the voice of her young child. When she got into her bedroom, she hurried to her dresser drawer to pick out something to change into before she rushed into the bathroom. When she closed the bathroom door behind her, she felt exhilarated. She leaned against the door and covered her mouth to stifle the laughter for what she just got away with. She could barely breathe as she laughed hysterically at how ridiculous this all was. _What's wrong with me?_ She thought. "Mom! Are you ok?" she was startled as she heard a rap at the door. It's Mike. _No, I'm definitely not ok._ she thought. "I'll be out in just a second." she managed to get out while holding back giggles. Once she had calmed herself, she made her way downstairs to cook dinner for her family. _That was a close one_. She thought and she was just not convinced that what she had been doing behind closed doors, or better yet, outside in parking lots, with Billy was worth all the risk.  
  
Karen avoided the pool for the next 3 weeks and tried to focus on her family. Her friends called every day and she made up excuse after excuse about why she wasn’t around. She knew she needed to put some distance between herself and Billy, so she could build up the strength to resist him, but she couldn’t help but wonder what he was up to. Each day was the same. Wake up, cook, clean, read, wine, cook, bath, bed, repeat. She was proud of her discipline, but the monotony was driving her insane.  
  
It' was late one night after dinner and Karen was on the sofa reading a book while Ted slept in the recliner. The kids were asleep and the house was quiet. Karen was thankful for that. She was shocked when she heard the doorbell ring and she hurried to answer it before Ted woke up. When she opened it, she took a step back. She saw Billy standing there and immediately she pushed him, so that she could step out and shut the door quickly behind her. "Billy, what the fuck are you doing here?! You can't be here!" she said to him. "Where have you been? You haven't been at the pool and I haven't seen you around. It seems like..." he paused. "Like what?" she snapped at him a bit more than she meant to while glancing behind her. "Like you might be avoiding me." he flashed a smile. "Listen Billy..." she started. "I'm....I'm not avoiding you. I'm focusing on my family. And...you can't just show up here unannounced like this! Ever again!" she said. Billy knows it was a bad idea showing up here, but he couldn't help himself. Between the Flayer and his pure, unadulterated lust for her, his mind was all fucked up and he knew it. He cared less and less about his loss of control as the weeks went by and showing up at Karen's house was evidence of that. "Ok, ok." he said with his palms up like he was about to be arrested. Karen imagined him in cuffs and is immediately angry at herself for letting her mind go there right now. "I just wanted to see you and I thought you might want to see me." he said stepping closer to her. She took a step back and pressed her back against the door, feeling her pulse in her ears as she splayed her hands on the surface behind her to steady herself. He closed the distance between them, pressing his toned body against hers. "Did you miss me?" he whispered against the side of her face before planting a soft kiss on her jaw and cupping her ass. She sighed. "It doesn't matter. I need you to leave. Now." she breathed out. "Ok...but we both know you've been avoiding me and I would appreciate it if you didn't anymore. I hope to see you soon.... _Mrs. Wheeler_." his tone made the name sound like an insult and Karen didn’t know how to feel or react. "Goodbye Billy." is all that she could manage before she opened the door and walks in the house, shutting it behind her and leaving him standing there in the dark. Deep down, Karen couldn't really be surprised that he would just show up at her house. I mean, this was _Billy_ we're talking about. He seemed like the impulse king. Just flying through life by the seat of his pants, giving in to every temptation imaginable along the way. Still, she was a little thrown off by him feeling the need to see her.  
  
It was a couple more weeks before the annual summer party for all the kids and teenagers in Hawkins and Karen had been coerced by a couple of her friends into volunteering to chaperone. She frowned in the mirror as she dolled herself up and put on one of her favorite dresses and a pair of high heels. She never really got to go out much anymore, so she felt that she might as well make herself extra pretty for the event. She walked downstairs to say goodbye to Ted, who didn't even make the effort to lift his head to notice her appearance.  
  
The party was held at Hawkins Middle School and there were sign-up sheets for the chaperones. After previously scoping out the school gym to see where everything would be located, Karen opted to be on 'punch duty'. Karen's task while manning the punch is to make sure no one tried to spike it with any alcohol. She remembered being young, so she knew it was necessary, but she couldn’t help but feel like she should be somewhere else...doing something else. _How boring_. She thought to herself that evening when she arrived and made her way to the punch table; a much quieter place within the large room and on the opposite side of the music, which was why she chose it in the first place. She busied herself with handing out punch to the children, teens and adults that approached the table, sharing exhausting pleasantries each time.  
  
Karen had her back turned, but felt someone's presence behind her so she routinely filled a cup. When she turned around to see Billy standing there, she gasped. "Billy! What are you doing here?" she was genuinely surprised. He laughed "Chaperoning. My dad seems to think that Max needs a 24/7 babysitter everywhere she goes." he huffed. Karen laughed while still holding the filled cup. "Oh..." she looked down at it awkwardly. "Punch?" she said as she extended the cup to him. "Thanks." he said with a wide grin and a wink. He slowly brushed his index finger across the back of her hand, heating her skin, before he reached for the punch and immediately took a large gulp, leaving the cup half-empty. She watched his Adam's apple rise and fall as he drank the liquid and she took a deep breath before looking down at the floor. Karen felt that familiar magnetic pull between them as he stood there, just inches away from her.  
  
She wanted her body to keep quiet, to remain dormant, but she knew it was impossible. Her nipples instantly puckered up, pressing tightly against the thin fabric of her bra and dress. She tried to ignore the dull ache of her hardened buds and she hoped he did too, but she watched his eyes as they wondered right down to her breasts. She saw the corner of his mouth quirk up into a smirk. "Are you happy to see me? It looks like you are." he chuckled while starting to suck on his bottom lip and that action alone triggered a flow of moisture between Karen's legs. She didn’t respond verbally, hoping he might stop talking and walk away, but her body was unmasking her true feelings. "Wow, Karen, just look at you!" he said still eyeing her chest. His deep voice was louder than she wanted it to be, so she tried to stop him from saying anything else. "Shhh..someone might overhear you....my god! What are you thinking?!" she said as she glared at him. She turned to face the table and she planted her hands on it to steady herself. He followed suit to stand beside her.  
  
"What am I thinking?" He laughed and she knew she'd used a _poor choice of words_ that he would be sure to take advantage of. She heard a "Hmph." emerge from his pretty mouth and she wanted to disappear because she knew he was going to tell her just what was on his mind. They were still facing the table, with their backs turned to everyone at the party. He inched close enough so that their shoulders were touching and he leaned down to speak quietly into her ear. It was just louder than a whisper. "Well... I can see your nipples through your dress, which is a clear indication of how your body reacts to me. I'm also thinking that I know first-hand how deliciously pink and sensitive they are and how I could probably make you come, just by teasing them with my tongue. " he replied, wetting his lips. He was so close that she could feel his breath tickling her ear and she shuddered. The familiar scent of his skin, mixed with tobacco and his earthy cologne surrounded her, making her head foggy. "Billy....." Karen said as her breathing started to pick up. It's as if he didn’t hear her through his wall of arrogance as he continued to torture her with his words. ”My name sounds so good when you say it. I can’t stop thinking about how wet you always are for me. The way you crave me and how you fit me like a tight little glove...it's like your pussy was made just for me. I know for a fact that you're wet right now, because I know you inside and out.” his voice was quietly deep and raspy as he stroked her forearm with the back of his hand. Karen gripped the checkered table cloth and felt as if she could burst into flames. "Billy, PLEASE!” she said, practically begging him to stop because the throbbing between her legs was starting to become unbearable. When she looked up at him, his pupils were dilated and he was staring at her like he wanted to eat her alive. Their eyes are locked into each others, and Karen's flesh heated up as Billy parted his lips. She stared at his mouth, watching his lips and imagining how they felt; much younger than hers, but so skillful.  
  
  
He finally released her from the captivity of his eyes and he seemed like he had snapped out of a trance. She watched him as he took a flask out of the pocket of his denim jacket and poured half of it's contents into his cup of punch. She smelled the strong piercing stench of the alcohol as it spilled into the red liquid, mixing it into a murky brown color. "I'll see you later, Karen." He said with a smile and a wink before walking away. Karen's head was spinning. _Why can't I shake him?_ She silently asked herself.  
  
It was getting late and the kids and their families were starting to filter out slowly. A young boy, around Mike's age approached Karen. "Hi Mrs. Wheeler. I saw some kids head out into the hallway toward the classrooms and I know we're not supposed to be out there...so I er...figured I better tell an adult." the kid said before he shuffled away. Karen looked around and it appeared she was the only adult left, so she grumpily walked toward the exit of the gym and into the hallway to find out what's going on. She looked around as she walked to see if she could spot anyone. She had just passed one of the classroom doors when she felt a hand close around her arm and pull her in. She spun around and that was when she saw him. "Billy! What on earth...?!" she said as he closes the classroom door behind them. That classroom was dimly lit, but she could see his smile."You pay a kid a couple of bucks and they'll say anything." he laughed. Karen realizes she was set up and wasn’t sure whether to be angry or excited. "Ok, that was funny, but I'm going home now. I don't have time for this." Karen said as she turned around to the door. He stood there watching her still smiling. He knew she wasn’t going anywhere so he didn’t say anything. Karen placed her hand on the cold metal knob, but didn’t turn it. She closed her eyes to try to gather her thoughts.  
  
She heard his foot steps walking across the room. She was frozen, still unable to move. He took off his jacket and laid it on a chair. "Karen, I don't have all night and we both know how this one ends. Lets cut to the chase." he said, toying with a ruler, while leaning back against the teacher's desk. Karen turned around and pressed her back against the door, wanting to keep as much space between them as she could. "How does it end, huh Billy?" she asked staring daggers at him. "With me fucking you, right here on this desk, of course." he said patting the wood and grinning. "But...not before I punish you for avoiding me for weeks and making me crazy." he said playfully. Karen stayed silent as she watched his hand twirl the ruler around. "If you don't want this, now's your chance to turn around and go back home to your family." he said, gesturing at the door. Karen didn't move. A few moments passed before Karen started walking toward Billy. He sat the ruler on the desk and smiled at her as she approached him. "Now, that wasn't hard was it? But guess what is..." he was amused as he stroked the bulge that had formed beneath his jeans. Karen grabbed his wrist and moved his hand away, so that she could replace it with hers.  
  
It' was like an impulse for her. She abandoned control in his presence. Billy groaned as her hand rubbed him through the thick fabric. "As you can see, you have a certain effect on me too." he said as she continues to stroke him. She saw his mouth about to form more words. "Stop talking." Karen snapped at him. "That attitude is going to get you even more punishment." he laughed. Karen reached for his jaw and pulled his face to press her lips against his. When their tongues touched, she felt butterflies flutter around in her belly. The kiss was deep, hungry, as their tongues mingled, each of them relishing in the familiar taste of each other. Billy's hands were all over Karen. He missed the feeling her her body, the way her ass felt in his palm as he cupped it. He couldn't control himself as he ran his hands over every inch of her that he could reach. When he pulled away from the kiss, they are both breathless, wanting so much more.  
  
He moved around behind her while she was still facing the empty desk. He walked forward to pressing his body against hers to guide her. He ran his fingertips up the sides of her arms before placing his palm gently between her shoulder blades to bend her over the desk, so that her top half is flat against it. Karen rested the side of her face on the stiff surface and tried to steady her breathing. He ran his hand down the small of her back and lifted her dress up, caressing her ass before he started to peel her satin black panties off. Karen's skin was flushed. She hadn't felt him touch her in weeks and her body yearned for the contact. No matter how much he touched her right now, she knew it would never be enough. She shivered as he started to knead her bottom, breathing heavy. Billy felt his erection, restricted by the already snug denim, continue to grow, longing for the warmness of her depths. Her eyes were hooded as she felt his hands leave her ass and watched him pick up the ruler that was laying on the desk close to her face. "Hmm...how many should I give you...just how many do you deserve? Well, definitely one for each week that you avoided me. And at least two for your attitude." he laughed as he paused. "Y'know what, we'll just see how it goes."  
  
Karen's body was blazing. She felt her palms start to sweat as goosebumps prick every inch of her skin. He looked down at her in awe of how perfect her ass was, how perfect every part of her was to him. He had never wanted anyone or anything so badly. His mind was hyper-focused on her, on this moment. He gave her no warning at all before he lifted the ruler and brought it swiftly down on her bare bottom. Karen yelped as the sting of the thin wood shot across the surface of her skin like fire. The sting was startling and alarming to all of her senses as moisture continued to spread between her legs. "You like being punished, don't you Karen?" he grunted out. Karen could barely breathe. "Answer me!" he said. "Yes, Billy, please punish me!" she moaned. Billy came down with the ruler again and again leaving her skin humming with an intense warmth that scattered all the way through her. Karen gritted her teeth and bit back the full force of her moans as she clawed at the edge of smooth desk. She could feel the sensation of her skin reddening with each snap and she embraced the pain, with her clit throbbing for friction. Billy enjoyed watching her flesh brighten under the bite of the ruler and he grunted as the wood smacked against her one last time. She could feel the tingling of each of the small welts as they formed on the surface of her skin. His jeans were no longer able to comfortably contain his growing need to be inside her. She heard his zipper slide down and she couldn’t wait to feel him. "I think about fucking you every day. Can you imagine how bad I want you right now? It's been weeks, Karen. Don't ever do that to me again." he said, pleading with her. The desperation in his voice, hearing his desire for her, sparked Karen's arousal. He rubbed his hands across her ass, feeling the evidence of the punishment he had just unleashed on her and he was satisfied.  
  
"Lay on the desk." he commanded abruptly and Karen obeyed. Once her back was flat against the wood, she looked up at him and the sight of his hand wrapped around his cock almost took her over the edge. He pulled his jeans down just enough and climbed onto the desk between her now parted legs. Karen was dripping, waiting for him to penetrate her. Her want for him had been building for weeks no matter how hard she tried to ignore it. Her body was missing him and her desire tied her in knots with each day that passed while they were apart. He had no interest in taking things slow. He wanted her hard and fast and he knew it's what she wanted too. He hiked her dress up and she lifted her bottom up so that he could expose his favorite part of her. She squirmed when she felt the tip of his cock pushing at her welcoming entrance, begging to stretch her. His first thrust made him growl. The sound is primal, and hearing it made Karen's whole body illuminate. She gasped when he was finally buried deep inside of her, so relieved at the feeling. "Fuck...you're...so fucking...tight." he said through clenched teeth as he stroked her walls with his thickness. He didn’t feel like would last. It had been too long and he could already feel the passion rising inside of him.  
  
"Oh god, Billy!" she whimpered. She was drifting away while he eased in and out of her pussy. He grabbed the edge of the desk with both hands and started to ram into her harder, faster. The weight of his body on top of her took the wind out of her. He was captivated by her, lost in the wet heat between her legs, obsessed with the way they fit together perfectly. Her slick walls tightened around his solidness, squeezing all the nerve endings at the head of his dick as he slid in and out. He groaned, feeling like he couldn’t get enough of her. Karen was panting beneath him as his pelvis slammed against her with his skin smacking hers each time. She wrapped her legs around his hips, feeling deranged with lust, like her whole soul was captured by the center of her, where she connected with him. Her hands hungrily sought out his skin as they scrambled under his shirt, easing it up while her nails raked across his back. The desk was rocking beneath him as Billy gripped the edge tightly, knowing he could crush it with his own strength. He drove into her violently, grinding his hips with each plunge, with her narrowness providing the necessary friction to take him to brink. Karen was feverish as she heard the wood creek and crack under the movement of their bodies. She felt the intensity building low in her belly, like thunder rumbling and the tension was making her head spin. Billy was working hard to make her come, possessed by his need to untangle her. He was no longer present as he became one with the pleasure building between them. His thrusts were frantic while his body continued to jerk into hers and he felt the wood start to splinter under his grip. Karen started to buck her hips to match his thrusts with her nails still tearing into his back. No matter how deep, how far he pushed himself into her, she still wanted him deeper. Her pussy was ravenous, longing for more of him, adapting to every inch.  
  
They were rabid for each other and lost in a thick cloud of sensuality. The heat between Karen's legs was spreading, radiating outward to the furthest parts of her body. When she felt the storm within her nearing its release, she held it with all of her strength. She pulled herself back from the edge, wanting this moment to last as long as possible. Her body was screaming for relief, but she used all of her strength to fight the urge. Billy knew he could make her come harder than she ever had before and he was diligent in his assault on her sex, willing her to lose all control. Karen's dress was damp with sweat as he continued to sink into her forcefully, burrowing himself in her. She clenched her jaw still trying to hold her orgasm at bay, but she had held on for as long as she possibly could and it was making her lightheaded. "Billy!" she cried out as she finally lets the storm inside of her crash around him. Jolts of pleasure rippled through her center, sending shock-waves through her as wetness seeped out of her onto him. Billy could feel himself twitch inside of her as he looked down at her face, glowing with the sheen of sweat. The desperate sounds of her pleasure intensified the tingling at the head of his dick and he knew he was close. He loved that he had pushed her to the limit. Her orgasm continued to shatter her and the feeling was so electrifying and overwhelming that it frightened her. The intense pleasure in her center was so fierce, so powerful, that tears welled up in her eyes. Billy slammed his eyes shut, still hearing her moans as she squirmed beneath him while his hips grind. When his climax hit him, he saw lightening bolts behind his eyelids as his semen shot into her. Karen was thrilled with his groans of satisfaction as he reached his release. Their bodies continued to rain together as their peaks washed over them like a downpour. When they finally came down, they were both breathless and buzzing with the afterglow sex. Billy let his body relax on top of hers, loosening his grip on the desk, feeling tiny needles of wood still sticking through his skin. She couldn’t move and could barely breathe as his heaviness pressed down on her.  
  
He lifted himself up as he pulled out of her and she felt so empty, missing the fullness. He picked the splinters out of his hand, then reached for his jacket and took a bandana out of his pocket to clean the evidence of their tryst off of her, himself and the desk. Karen's legs felt wobbly as she sat up to plant her feet on the floor. She stepped into her panties and sat back on the desk with her head still foggy.  
  
She knew all of this had to stop, it had to end at some point. It was too much. It was too intense and she didn’t think she could handle it. It was like a hunger that could never be satisfied. She was always _starving_. She wasn't sure if Billy felt the same way. Whether he was as consumed by her as she was with him. Their chemistry was like nothing else she's ever experienced. _This. Has. To. Stop._ she told herself in her mind. If it didn't stop, it might kill her. If it _did_ stop, it might kill her. She found herself wishing she had never given in that first time. She had no idea that this limitless appetite for him would take on a life of it's own. That the compulsion to feed it would possess her mind day and night.  
  
His voice interrupts her thoughts.  
  
"So, meet me at motel 6 tomorrow at 7?" Billy said confidently.  
  
Karen paused for a long while, still conflicted, still fighting with herself. Knowing that this and all of the things, the words, the actions leading up to this situation were mistakes that she could never erase. Her brow furrowed.  
  
"Lets make it 9... I have to have dinner with my family." she said back and Billy's cute smirk spread into a wide grin.


	5. Smoke and Mirrors

**Summary for the Chapter:**

> Karen and Billy's passion continues. Be ready for lots of heat and some surprises in this chapter.

Karen spent the next two weeks embracing her fling with Billy. She found ways to sneak off and meet up with him whenever she could and the thrill of their secret rendezvous gave her an absolute rush. She had met him at Motel 6 a few times, they had stolen moments in the pool storage room and in his car. It seemed like no place was off limits. Karen couldn't get enough of Billy. He was her drug and she was constantly looking for another hit, to feel the high she felt when she was entangled with him. She had lost count of how many times he had been inside of her, but she knew she wanted it more and more. She'd toss and turn at night thinking about him, chills rushing up her spine as she flashed back to their encounters and how amazing he made her body feel, how bewildered he made her. He was magnetic. He charmed all of her senses and consumed her.  
  
Meanwhile, Billy was being sucked more and more into the void that the Flayer was dragging him into, unwillingly. He spent his days behaving normally, and his nights recruiting, doing the Flayer's bidding. He felt insane, like he was a different person when the Flayer was in control of him. As the days went by, the lines blurred further and further and he was having a hard time finding himself. He wrestled to pull himself out of the darkness, but it was like a disease, spreading all over him. One thing that never went away was his lust for Karen. Maybe some part of him felt like he was himself when he was with her, drowning in their desire together. Maybe those encounters with Karen could save him. He hoped, but he knew it wasn't true. Nothing could save him now. He felt his own will to resist, fading to black and the Flayer’s will becoming more dominant.  
  
It was almost time for the grand opening of the Hawkins Fun Fair and Mayor Kline opens it up a week and a half early as a soft opening. The goal was to play the games, experience the rides and see what the reaction was before the official opening on July 4th. Karen got Holly ready and her and Ted made their way to the fair. They were meeting Jill and her three children there since Jill's husband was out of town on business. In the car on the way, Holly was already whining and Karen knew it would be a long night. "It's Ok, honey." she reassured Holly from the front seat while rolling her eyes. "Maybe she's cranky because she didn't have a nap today." Ted said. Karen snorted. _As if you have any idea what she does during the day..or any idea what I do..ever s_ he thinks and she almost laughed out loud. "Maybe, Ted. Maybe." she said in response. He was clueless and in that moment she actually felt bad for him. When they pulled in to the parking lot, Holly clapped at the sight of the lights.  
  
Jill met them at the entrance with all three of her kids, each one was as restless as ever. The women exchanged pleasantries as the two families make their way into the fair. "Wow, Mayor Kline really outdid himself, didn't he?" Jill said as they took in their surroundings. "I wouldn't expect anything less." Karen said snidely. "Mommy! Ferris wheel!." Holly exclaimed and the other kids go wild. "Ok. Ok. Let's go." After the Ferris wheel, the parents took the children to get ice cream followed by more rides. It wasn’t too long after, before Holly was crying about a stomach ache. "I told you, too many spinning rides after ice cream." Ted said to her. "We better go." Karen said to Ted. When she looked at Jill, still struggling to keep her children in control, she turned to her husband. "Do you think you can take her? I think I'm going to stay and help Jill." she gestured at her friend. "Yeah. Yeah. It's fine. See you at home." Ted said as he lifted Holly into his arms and headed toward the exit.  
  
Karen and Jill took the kids on a couple more rides before they let them try one on their own. "Maybe they'll be tired enough to go to bed early." Jill said as they watch the children. They both burst into laughter at the thought. "It's like they have this..this endless pool of energy! And just when you think they've had enough for the day...Bam! More energy. It's astounding." Karen said as she watched Jill's eyes wonder off into the distance. "Speaking of, ahem, energy." Jill gestured at something behind Karen. When Karen turned around, she saw Billy. _What the hell is he doing here?_ she thought before taking a deep breath and turning around. "Hey ladies." He flashed a smile as he approached. He could melt her with his voice alone. His lit cigarette was tucked securely between his lips with his white tank top and tight jeans clinging to his body like a second skin. Karen flushed. "Hi Billy. You remember Jill, right?" she said. "Of course. Jill! Nice to see you again." he said charmingly smiling at her. Jill raised an eyebrow at the sight of him smoking.  
  
"That's a really bad habit, especially around the children." Jill said. "I know. I have a lot of vices..." he replies playfully and almost dismissively. He turned to took at Karen. "Speaking of that...Mrs. Wheeler, do you have a moment?." he asks as he stared at her. Karen looked at Jill, who nods. "Oh, just go. We'll be fine." she said waving them away. "I won't be long." she said to her friend with a wink.

Karen and Billy started walking. He was inches from her and she could feel her body pulling toward him, like gravity. "So, what are you doing here?" Karen asked him. "Well, I came here looking for Max, but she's not around. And what about you? I didn't see the kids or Mr. Wheeler." he chuckled. "Yeah, Holly got sick, so Ted took her home. I stayed to help Jill with the kids." she replied. "So, you're here _alone_ then?" Billy smirked at her. "I'm not _alone_. I'm with Jill...with Jill and the kids." she said. "And now with _me_." he said back, grinning widely. Karen couldn’t resist his smile, so she looked away. He took one last drag of his cigarette and then stopped to flick it onto the ground and step on it. "You ever think about quitting that? It's bad for you." Karen asked, her motherly tone showing more than she intended. "Yeah, I've thought about quitting smoking and quitting other things... But y'know it's a lot _harder_ than you think." he said suggestively as he bumped his shoulder into her on purpose. Karen's mouth went dry. "And why is that?" her voice was breathy. He didn’t respond right away. "When I find gratification in something, I indulge in it completely. I'm all in. It becomes an obsession. Can you relate?" he was almost whispering as he stared at the side of her face while they walked. Blood rushed to the surface of Karen’s cheeks. "On some level, I guess...yeah....I can." she said. She knew exactly what they are both referring to. He was silent for a few moments while they continued to walk. "Then you understand that I'm dying to be inside you right now, don't you? You make me so fucking hard that it aches." he rasped. She could hear the heat of his fever for her in his voice and sweat started to bead on her brow. "You don't know how bad I want you. God, Karen, I can't even sleep at night!” he said desperately as she continued to stay silent, searching for the right words in response. Those words never come. She knew she felt the same way too, that her body thirsted for him, but she couldn’t seem to verbalize how it really felt. "You probably think I'm crazy." he said after he couldn’t take the silence anymore. "No...no, you're not crazy." she laughed. "I mean if you are, then I am too." she said looking up at him. It was a declaration and it was all Billy needed to hear to know that she felt it too; the irresistible force between them.  
  
They reached the 'Hall of Mirrors' attraction and Billy stopped to talk to Tommy, who was manning the empty line to the entrance. Karen recognized him instantly and remembered that he was one of Nancy's schoolmates, so she said hello. Billy was whispering something to him and Karen saw him nod in response. _What is he saying?_ she thought. Billy turned to her. "What do ya say...want to give it a whirl?" he said. Karen paused for a beat. "Sure, why not." she said. "Ladies first." he smirked as he stepped back to allow her to walk ahead of him.  
  
Inside, the room was seductive and bordering on erotic with soft dim blue and red lights and mirrors from the floor to the ceiling. It was eerie to see both hers and Billy's images surrounding them as they walked deeper into the dark room. "Wow." she said as she spun around and watched as all of her reflections mimicked her movements. She couldn’t help but feel like a schoolgirl when she was with him. She was giddy with excitement as she twirled again and then backed against one of the mirrors. "Look at you...so beautiful." he said as he walked up to her, invading her space. His scent was hypnotic, and she closed her eyes to inhale the intoxicating cloud of Billy that surrounded her. She felt the soft brush of his fingers on her jaw and when she opened her eyes, blue pools of lust were staring back at her. Her lips parted and his face was so close to hers that she could feel his warm breath inside of her mouth. She stared at his lips and watched his tongue dart out, wetting the bottom one and just seeing it made Karen's insides churn. She ran her hand under his shirt, feeling the smoothness of his skin and the hard ripples of his abs. He groaned as she hooked her fingers into his waistband, pulling his hips closer to hers before her hands started to explore the curve of his muscular back.  
  
Billy stepped back and ran his thumb across her bottom lip harshly smearing her hot-pink lipstick across her cheek. Just the sight of her was driving him mad and he could feel himself going off the deep end as the minutes went by. She took his thumb into her mouth and bit down, looking up into his eyes as they smoldered in the dark. He let out a growl and quickly yanked on her silk blouse to pull it from beneath her pencil skirt where it was neatly tucked. He was craving skin to skin contact as he gripped the thin fabric and he resisted ripping it to shreds. His fingers were hungry on her flesh as they traversed the softness beneath her shirt, with a trail of heat following their path. When he reached her breasts, Karen heard his sharp intake of air as he started to massage her. He pulled the cups of her bra down, so that her breasts were exposed and vulnerable to his touch. Karen was panting, enjoying the deliciousness of him devouring her with his hands as moisture began to pool in her panties. He pulled at her nipples, sending a surge straight down to her clit and she moaned loudly in the dark, quiet room. It was the sweetest sound Billy had ever heard and he was anxious to hear it again and again. His hands were all over her...everywhere, squeezing, grabbing, caressing all of her soft curves, possessing her. He leaned down and bit her jaw, her chin, her neck and her shoulder while she whimpered. Her hands knotted in his hair as he handled her body, still nipping her shoulder and pinching her nipples. She was fraught with sexual tension, which was only heightened by how animalistic he was with her. He claimed her mouth with his and his tongue was urgent as he delighted in her flavor. He tasted like smoke and whiskey and Karen’s thoughts turned chaotic as she floated deeper into bliss.  
  
He gripped her thigh and slid his hand up toward her ass, hiking her skirt up further as he went. She heard the threads popping as the split in the back of the garment ripped. Her back was against the mirror, her legs were slightly parted while she waited for him to have his way with her. Her pink lace panties were exposed as he kneaded her bottom while pressing his erection into her. “You drive me insane, Karen. I can’t help myself.” He grunted out while still squeezing her ass. “Tell me how wet you are. How wet do I make you?” He asked between heavy breaths. “I’m soaking for you, Billy.” She panted out into his ear. He leaned down and licked her bottom lip and she could feel it all the way down between her legs. He reached down and stroked her through her panties. Her clit was throbbing as she felt her arousal continue to saturate the lacy fabric that served as the only barrier between his greedy fingers and the center of her. When he pulled his hand away, Karen was breathless while she watched him unzip his jeans. He pulled them down to his ankles, revealing his growing erection and Karen stared down at his solidness, desperate to feel every single inch. The skin on of his shaft was taut; each vein coursing with blood and so full of need. Her skin prickled, like pins and needles all over and through her. He kissed her again, almost violently this time as he wrapped his hand around her neck and squeezed before letting go.

He hooked his hands under her arms to hoist her up with her back pressing against the mirror behind her. She gripped his shoulders and wrapped her legs around his hips loosely. Billy's pupils dilated when he pulled Karen's panties to the side and saw her dripping. " _Fuck._ " he hissed as he stared down at her wet cunt. He rubbed the tip of his dick up and down her slippery folds, teasing her clit and she whined at the contact. He continued to stroke her up and down, feeling the evidence of her arousal coat the head of cock, making her tremble each time. The sight of the sweet liquid dripping out of her, made more blood rush to Billy's dick and he felt like he couldn't get any harder, that he couldn't wait any longer. He needed to feel her.

He thrusted into her forcefully, taking her by surprise, burying himself deep and she could feel the heat in her core as her pussy welcomed him in, squeezing him tightly. He stilled and Karen arched her back to coax him in further, desperate for the penetration. Billy groaned as he gripped her hip and continued to push himself deep into her warmth. Karen's eyes rolled in the back of her head as she felt him grinding into her narrow walls. His thickness made her ache, but the pleasure was far greater than anything she could imagine.

When he started to ease out of her slowly, Karen shuddered and before she could focus on the sweet friction she felt inside of her, he bucked into her again, grinding his hips. Karen squeezed his shoulders harder, appreciating the fact that he knew just how she wanted to be fucked. She loved the fact that he took her body this way, owning every ounce of pleasure in her and she wouldn't have it any other way. He knew her. He knew her every desire, her every kink and she had never met a man that could make her body illuminate the way that had. Karen started to move her hips, her body rising and falling, reacting to each of his thrusts, desperate for the next push... the next pull. Billy felt like the pressure her tightness was putting on his swollen shaft was going to cause him to explode sooner than he expected. He never got tired of pouring himself into her, filling her up with every drop he had in him. Thinking of his cum leaking out of her made his cock stiffen even more than he thought it could. Karen opened her eyes to see the reflections of their sex surrounding them, the mirrors were telling the story of the passion in the moment. She could see the muscles in his ass tensing with each plunge into her with his strong toned thighs supporting all of her weight. He was all muscle, lust and desire, solid through and through. Their bodies were completely in sync, the connection between them made evident by the way they were moving together...they way they fit together... perfectly. As she stared in the mirrors at their likenesses, it was as if she was watching a movie; like she was witnessing two actors playing out a perfectly choreographed scene. They were dancing together in perfect harmony. She could feel the sweat, like a layer of velvet between them, not able to tell if it was his, or her own. She was slipping away into the dense fog of lust that she had become accustomed to whenever their bodies melded, forgetting about anything and everything, letting it take her further from reality.

They were helpless, submersed in the unchained ecstasy that they were creating, merging as one. It seemed like Karen was getting tighter and even wetter with each stroke and Billy was struggling to tame himself as her pussy closed in around him, wrapping him in a blanket of heat. She quivered each time he invaded her, filling her completely, with her body stretching to accommodate his size. Their ragged breaths filled the empty space in the room as he continued to stroke her, cupping her ass to hold her steady. His body pressed her into the mirror behind her and she wasn’t sure that it wouldn’t shatter under the weight of him fucking her unmercifully. His pelvis slapped against her as all the muscles in his body tensed and flexed at each movement with his biceps looking as if they were carved from pure marble. Karen's abdomen tensed as the onset of her orgasm started to boil deep in her belly. Billy pulled her legs to spread them wide, so that her ankles unlocked from behind him, giving him the access he needed to slam into her furiously. "Billy!" she cried out as her body burned, with pleasure and soreness spreading through her core from the sinful torment of his cock. Karen let go. She let everything within her explode. Her clit palpitated as her peak erupted, cause liquid to sputter out of her like a fountain. Billy watched as proof of her orgasm painted his length, coating him, helping him continue to slide in and out of her tightness with ease.

She closed her eyes and her thoughts were disjointed as she dissolved into the delicious fire that engulfed her mind, body and soul. She saw neon streaks and red and orange behind her closed eyelids. Blood surged like hot lava through her veins, straight down to her clit, spreading out to her hips as he continued to coax more of her climax out of her in spasms. Karen felt weightless as she started to come down, with her whole body tingling from the embers of her orgasm. Billy convulsed as he felt the intensity building at the base of his dick. He pounded into her erratically, barely able to breathe. As he reached his release, the moan started deep in his throat, vibrating outward into the most carnal sound that Karen had ever heard come out of him, or anyone. His hips were flush with hers as his body continued to jerk, forcing himself deeper, spilling into her as she drained him until he was completely empty. He stilled and rested his sweaty forehead on the mirror. Each breath was a gasp as he struggled to regain himself. Goosebumps rose on Karen's shoulder as his hot breath came out in puffs against her flesh. He could feel his seed start to drip out of her as he started to withdraw himself. Karen sighed as he pulled away while helping her to plant her feet on the floor. She leaned on the mirror, raising her hand to her chest as if that would help her steady her breathing. Her head was loopy, but her body is awake, still scorching.

She looked down to see his dick starting to swell again and it reminded her of their first night together, the way he continued to unravel her over and over. She reached for him, wrapping her hand around his shaft, feeling the layer of slickness from both of their orgasms, fresh on his skin. When she started to stroke his dick, Billy threw his head back and a moan escaped him. Suddenly, he the felt darkness start to creep in. The sinister evil within him was waking up and he knew that the Flayer was approaching. That he was out there, somewhere. He knew he wouldn’t be able to continue to fight against the shadows that were consuming him. He reached for Karen's hand to stop her. "You need to go. Now." he said staring into her eyes. "Billy...what?" she asked, confused by his words and his tone. "Karen. Please trust me and leave now without asking any questions. You're in danger." He said, commanding instead of asking. Karen's brow furrowed. "Ok..." she said as she grabbed her panties to slip them back on. "Quickly, Karen!" Billy snapped. Karen rushed out of the Hall of Mirrors to find her friend. She had no idea why any of this is happening, but she felt that she should leave as Billy told her. She found Jill and told her she needed to go home right away. She made up an excuse about having to check on Holly and Jill didn’t object. Once she was home, she went to Holly’s room to find her sleeping. She headed into her bedroom to change and climbed into bed beside Ted. She stared at the ceiling, wondering what was going on with Billy. _What danger could he have been referring to?_ she silently asked herself. It wasn’t long before she drifts into a deep sleep.

Karen's eyes fluttered open and immediately squinted at the brightness of the sun flooding through her bedroom window. Ted had already gotten up and left for work, so she was in bed alone. Once her eyes adjusted, she sat up and winced at the pain she felt in her joints and in her core as a result of her encounter the previous night with Billy. She grabbed her robe and made her way downstairs to start on breakfast for the kids. Mike and Holly were both chattering on about something and Karen tried to focus, but her mind wandered away from her. She heard the phone ring, so she got up to grab it. "Wheeler's residence." Karen said in her sweet telephone voice. "Uh..hey there. I'm looking for Max?" Billy's voice was deep and amused. Karen quickly walked into the other room, stretching the coiled phone cord as she turned the corner. "Billy! What are you doing calling here?!" she whispered. "Hey, I figured if Mr. Wheeler answered the phone, I'd just say I'm looking for Max. I was just practicing on you." he laughed. Karen fought a smirk. "Well, get on with it Billy. I'm having breakfast with the kids." she said. "If you're free today...after the kids go to school...I have the house to myself and we could uh..." he said, stopping his sentence. He seemed normal, as if he forgot all about how things ended last night. Karen couldn’t keep up with his mood swings, but she knew she couldn’t resist him, so it didn’t matter. "What's the address?" she said and though she's still whispering and he could hear the smile on her lips. She grabbed a pen and wrote the address down and then hung up without saying goodbye.

Once the kids were off to school, Karen showered and headed over to the Hargrove residence. Itnwas a simple house, pale in color with a screened-in porch. Karen had never been in this area of Hawkins and she looked around to take in the scenery. She walked up the steps and before she reached the door, she saw Billy standing in the doorway waiting for her. He was wearing cut-off denim shorts and a tight gray tank top that left nothing at all to the imagination. "Welcome!" he grinned as he stepped to the side to let her enter the house. He led her to his bedroom and closed the door behind them. She saw several posters on the off-white walls, simple accents, a small bed, unmade with a deep blue-green blanket and plaid blue and white sheets, and an ash tray on his night stand full of cigarette butts. It reminded her of the room of a teenager. _18 is practically a teenager, Karen_ she thinks. Billy knew he wanted her here, but his mind was always so conflicted. He never had any peace from the thoughts racing through his brain, battling against each other. Karen dropped her purse on the floor, startling him out of his own head. She moved in closer to him, grabbed him by the back of his head and pulled him into a deep kiss. Her tongue rubbed against his, feeling his soft taste buds. Her taste was so familiar to him, yet somehow, it got more and more titillating each time their mouths met. He was overwhelmed with all of his feelings and gripped her arms harshly. He squeezed her arms tighter and it was just painful enough to catch Karen by surprise. She pulled away from the kiss, breathing heavily, not moving as he continued to grip her flesh. His nails dug into her skin almost violently and it confused Karen. Their eyes were locked into each other, neither saying a word. Finally, Billy released her and stepped back, looking at her apologetically. He didn’t look like himself. He looked tired, distressed. "Billy, what's going on with you? What is it? You can talk to me." she said searching his eyes to find him. He didn’t answer immediately.

"Karen, it's just that I..." he paused. She didn’t interrupt for fear of making him changing his mind about opening up to her. "I can't trust my self not to get out of control with you." he said finally. Karen sighed. "Does this have something to do with last night? What you were saying about...danger?" she asked. "Yes and no. It's like something inside of me isn't right... or normal and it's getting worse by the day." he said. He knew it was risky to say these things, but he couldn’t stop the words from spilling out. He hadn't been able to talk to anyone. "Like a mental sickness?" Karen asked. She had heard of others with these types of sicknesses, but couldn't begin to understand the ins and outs of what he could be going through. "Yes, something like that...I guess. Listen, it's better if we don't get into it any further. What I know is that...I want you. All the time. And you want me. That's all that matters for right now." his tone is dismissive and Karen knows the conversation is over, so she doesn't press the issue. "So, let's get back to what you came here for...what I wanted you to come here for." he smiled at her. "Alright then." Karen looked around the room. "I think I have a solution to help keep you in _control_." she said. "Oh? And what is that?" he asks playfully, before biting his lip. "Take off your clothes." Karen commanded as she walked over to the corner and grabbed a fold-able chair to sit it in the middle of the room. Billy started to disrobe all the way down to his boxers and he was already turned on by her domineering tone. "Come and sit here." she pointed to the chair. Billy sat down and Karen took off her skirt, followed by her blouse and dropped them on the floor. She stepped in front of him and stood in between his knees in her bra and panties. Billy eyed her body up close, the soft ripples of her flat stomach, her thin frame with her matching blue silk bra and panties accentuating her skin tone. He ran his hands up her thighs, feeling her buttery smooth skin, wanting to lick her. She allowed his fingers to explore her body, enjoying him touching her and when he slid his hand up between her thighs, almost reaching her sex, she stepped away leaving him wanting. She walked over to the nightstand and reached for the red bandana sitting there. She knelt down behind the chair. "Give me your hands." Billy obeyed as his cock started to grow beneath his boxers.

Karen crossed his wrists and tied the bandana around them, knotting it as tightly as she could. She stepped back around in front of him and she could feel her pussy getting wet at the sight of him, all tied up. His breathing picked up and she watched his abs tensing as he pulled in each breath. He was stiff and she could see the print of his dick pushing against the fabric of his boxers. She turned around and started to slowly pull down her panties, bending over further as she lowered them, so that he could get a good look at her ass. Billy wanted nothing more than to touch her, but he couldn’t and it was killing him. She kicked her panties off and turned around to step closer to him. He stared at her sex, just inches from his face with both lips swollen and moist. His mouth watered for the fleshy pinkness before him, wanting to taste her, his tongue hungering to lap up every bit of the nectar between her thighs. Billy pulled at the restraint on his wrists. He knew he could probably snap it, but he fought the urge. Karen straddled him in the chair and reached down into the opening of his boxers to set his erection free. He whined when her silky hands wrapped around him and started to stroke. She pulled on him, making him squirm in the chair beneath her each time she tugged. Karen couldn’t wait any longer, so she positioned herself over him, hovering, with the heat of her center radiating outward before she finally sank down onto him. She moaned as she started to move up and down, letting him slide in an out of her slowly. Billy's muscles flexed as he pulled against the restraint, wanting to grab her hips to force her to pick up speed and Karen knew she was driving him insane. She began to ride him quicker, rougher, grinding on his cock and he was moaning at the feeling of her walls stroking him. He buried his head between her breasts as he felt them bouncing up and down. She could already feel her climax building as surges of pleasure shot straight to her clit. Suddenly, Billy sensed something, a feeling, like another presence nearing; something not quite as intense as the Flayer. He needed to figure out what it is, but he was losing himself in Karen as she continued to ride him, overwhelming all of his senses.

Billy felt something tearing at him from within. He had been trying to fend off the Flayer for so long, that his strength was dwindling. He was like a rubber band, being pulled and stretched as far as it could go without popping. Karen's walls started to contract as she was nearing the brink. The world seemed to be disappear around them. Suddenly, Billy heard footsteps and couldn’t tell if he was hallucinating or whether the sounds that were echoing in his ears were real since Karen didn’t seem to hear it or react. He thought he heard his name, the faint voice of a woman in the distance, but he couldn’t quite make out the sound. Suddenly, his bedroom door flew open and Karen froze on top of him. Karen looked down at Billy and saw his eyes widen. "Heather, what the fuck! Don't you know how to fucking knock!" he screamed, feeling his temper flare up like a demon inside him. Heather gasped. He couldn’t control himself as he pulled harder, tearing against the bandana, the threads snapping as he forced his wrists further apart. Karen couldn’t believe what was happening as her head started to spin. She didn’t turn around and hoped it was all a dream. That they weren't just caught in the act. She felt terrible, shocked and embarrassed all at the same time while she continued to look down at Billy's eyes, which were searing with fury, staring past her.

Everything was happening in a flash. Billy was still inside her, his arms and shoulders flexing as he worked to release himself from the bandana and Karen still couldn’t move. He felt something snap within him, like he had reached his limit and in that moment, he was lost...unsure of whether he had the strength to bring himself back this time. He ripped his hands free and grabbed Karen by the shoulders. She heard footsteps pick up behind her and before she could turn, she felt a sharp lacerating pain in the back of her head, radiating through her skull as she watched darkness spread in her sight from the corner of her eyes, closing into a black tunnel.

Karen eyes slowly opened, with dark quietness surrounding her. The air was thick and damp with the smell of mildew wafting into her nose. She tried to get her bearings and figure out where she was and what had happened. The concrete floor was hard against her back. She attempted to open her mouth, but she felt the stickiness of duct tape, restricting her lips from moving, pulling at the skin on her face. Her hands were bound tightly and as she fully regained her consciousness, she flooded with panic. Her eyes shot around in the dark trying to land on something familiar, anything. Her whimpers were muffled by the tape as she started to try to scramble to sit up. As soon as her head lifted, the room started spinning and she laid it back down to steady herself. She heard foot steps coming toward her and she was more frightened than she had ever been. Her eyes were still blurry as she looked up to see two figures standing over her. She tried with everything in her to focus her vision to make out her captors. When Billy came into her focus, her eyes widened. She couldn’t remember how she got here or what was happening. She also saw Heather standing there, looking down at her and she felt overwhelmed with confusion. Billy knelt down beside her and pulled the tape slowly from her lips. Karen released a sigh, gasping for air. "Billy...what is this? Billy?" she was frantic as she cried out, but his eyes were blank, void of all emotion, as if he's not there. He leaned down beside her ear "Don't be afraid...it'll be over soon.. just stay very still." the words were deliberate and his voice was deep and menacing. Karen's body convulsed as her ear-splitting shriek, pierced the air in the room and echoed all around them, shattering the silence like glass.

**Notes for the Chapter:**

> I really enjoyed writing this one and I hope you enjoyed reading it too! I feel like this chapter really evolved the story. I have a lot of ideas on how the next chapter (if this isn't the final one) can move the story forward. :)


	6. Please

**Summary for the Chapter:**

> This chapter picks up where we left off, but starts with a bit of what happened while Karen was unconscious.

_"Help me move her.” Billy said as he attempted to lift Karen off of his cock with his now freed hands. Heather helped steady Karen’s body as Billy stood up. He carried her over to his bed where he laid her limp body down before he started to put on his shorts and shirt. "Here, help me put her clothes on." He said to Heather who walked across the room with Karen's bra and panties in her hand. "Leave those. We'll get rid of them when we get rid of the car. Just the skirt and shirt." he said. Heather helped slide her skirt on. "Hurry up!" he snapped at her before he snatched Karen's silk blouse from her hand, causing a rip in the fabric. Heather stood still watching Billy frantically handling Karen with conflict in his eyes. He walked to the nightstand to grab his keys and tossed them to Heather. "Go get my car and pull it up to the back door. Make sure no one is outside." his tone was flat. She rushed outside to pull the car around, driving through the the neglected lawn. She instinctively opened the trunk of the car when she parked it right outside the door, like she had many times, for many victims. Somehow, deep down inside, she knew this time was different. Billy walked out the back door carrying Karen over his shoulder. He placed her gently in the trunk and took another glance at her before slamming the trunk door closed. He walked back into the house to grab Karen's purse and undergarments. "Take these. Follow me and we'll take care of the car after." he said before he climbed into his Camaro to pull out of the yard. Heather rushed to Karen's car and followed him as he took off down the road._  
  
Karen couldn't understand what was happening and why she was bound and laying on the hard concrete floor. All she could do was scream and cry. "Billy! What is happening?!" she cried out, pulling at the restraints. "Billy, you don't have to do this! Why are you doing this?!" she yelled. Billy's thoughts were scrambled and conflicted. The sound of Karen's voice pulled at him through the darkness in his own mind. He couldn't focus and he just wanted her to stop screaming. "Billy, I care about you! More than anyone does! Don't do this! No matter what, I'll be here for you, so please just let me go!" Karen pleaded. "Billy, I...I think I love you, Billy! Please! Just listen to me! " Karen said. "No! Shut up! Karen, stop it right fucking now!" Billy shouted, covering his ears like a child. She could tell that he wasn't in control of himself as tears streamed down his face. He turned to Heather "Go get the tape. Now!" he snapped at her. Heather shuffled out of the room. Billy leaned down to press his head against the concrete floor while he sobbed. "Billy. I know you don't want to do this!" Karen whimpered trying to reason with him. Billy fought with himself. His mind was exhausted. He knew he still cared about Karen and didn't want to hurt her. Suddenly, his sobs went silent. He crawled in closer to her to lean over her face and she looked up into his bloodshot eyes. "You can fight it, Billy. Whatever this is. I'll help you." Karen croaked hoarsley as tears stained her cheek, leaving streaks of mascara. She knew that she would say anything to make him free her, but she also knew that every word may have been true. Billy’s body was trembling. He stared down at her, frowning, like he was searching for something.  
  
After a moment, he reached down, fumbled with the ropes knotted at her wrists and ripped them with his bare hands before doing the same with the ones around her ankles. Karen sat up and felt blood rushing to her head. She grabbed the back of her skull at the source of the shooting pain that she was experiencing and felt that a knot had formed there. Billy quickly got up and walked over to grab her purse. "Go." he said to her as he stood over her, holding her belongings, looking unsure of himself. Karen grabbed her shoes that were sitting on the floor beside her to slip them on before she scrambled to her feet. Billy could sense the shadow growing behind him, the coldness, coming to claim Karen as the hairs on the back of his neck stood up. He felt the darkness, tearing at his mind. "Billy, I meant everything that I said. I-" he angrily interrupted her before she could finish and she could see the veins in his forehead as he screamed. "Karen, get the fuck out of here now! While you still can..." his voice trailed off as more tears formed in his eyes. He shoved her purse at her and she could hear Heather's footsteps approaching. She grabbed her things and ran as fast as she could to what she could tell was the exit, by the last signs of daylight that shined through the cracks in the door.  
  
Outside, she saw both her car and Billy's car parked near the door. Her hands were shaking as she shuffled through her purse to find her keys. She hopped into the car with her chest heaving. Her hands were unsteady as she tried to put the key in the ignition that she knew was there, but she couldn't seem to still the key enough to put it in. She took a deep breath to calm her nerves a bit and once she started the car, she sped out of the parking lot, tires spinning. Tears blurred her vision as she sobbed uncontrollably. After driving less than a mile, she pulled over on the side of the road to try to compose herself. A flood of thoughts hit her all at once. _What just happened? What was that and what was wrong with Billy? Would he have really hurt me?_ Karen didn't think that he would hurt her, but she couldn't understand how he could go as far as he did in the first place. _Do I actually love him? Who am I kidding, he's practically a child! I have a family!_ Karen rested her head on the steering wheel until her tears stopped flowing. She was free and she needed to get herself together and make her way home. She looked over at the passenger seat and saw her bra and panties sitting there. She was clothed besides her undergarments and she looked in the rear-view mirror at her appearance. Her mascara stained her face and there were faint bruises on her wrists. She noticed a rip in the sleeve of her shirt as she scrambled halfway out of it to put her bra on. Once her underwear were on, she started to work on her makeup. She scrubbed her face with a dry tissue from her purse, licking it to moisten it. No one could know what happened. She couldn't go to the police for fear of exposing her affair with Billy. For fear of exposing _him_ and whatever he was hiding. She knew that everything that he did to her today was wrong, but she didn't want him to go to jail. She may have been the only one that really cared for him, but she was so angry at him and at herself. She couldn't help but to think if she hadn't gotten involved with him in the first place, she could've avoided the mess that her life had become. Once she had herself together, she pulled back onto the road to head home.  
  
Something inside of Karen changed that day. She spent the next couple of weeks withdrawn from her family and friends. Billy locked himself up in his room every day. He could never forgive himself for what he did to Karen. He felt that even though she said the words, she could never truly love someone like him. No one could. No one could help him and he was alone. He missed her. Not just the sex, but being around her. She made him feel alive, even with all the conflict within him. What happened with Karen felt like an episode. The Flayer left him alone for a while, but Billy was so mentally exhausted and spent. He knew that no matter how long the Flayer stayed dormant, he wouldn't stay that way for long. There were still things he needed to achieve, things, people and places to destroy. Billy was disgusted with himself. He still wanted Karen, but he knew to stay away from her.  
  
A couple of weeks turned into a month and the Hawkins Regional Science Fair was approaching. Mike and the boys were competing in the fair and Karen knew she had to attend, even though she wasn't feeling up to it. When she arrived at the school with her family, she had never felt more out of place. It seemed like it had been so long since she was around a lot of people. Once inside, Karen wandered off from her family let her mind drift away. She thought about the weeks that had gone by and everything that happened. She hadn't heard from Billy and she couldn't believe that he didn't have the guts to contact her to at least say he was sorry. She felt angry, sad and overwhelmed all at the same time as she wandered around looking at all the exhibits. She was there for two hours and the boys had gotten awarded with first place. She was proud of Mike and watched as Ted took pictures with Holly running around ducking under the tall tables. The kids posed for the pictures and talked with their science teacher all the while.

Karen continued to weave through the row of tables, not paying attention to anything that was around her. She froze in her tracks, when a familiar smell wafted into her direction. Goosebumps rose on her forearms and it felt as if time stood still. She didn't know whether to run or stand there and wish herself invisible. The sinking feeling in her stomach could've caused her to collapse right then and there. She placed her hand on the table next to her to steady herself before she looked up hesitantly. She was frightened, quivering in reaction to his presence and when her eyes met his, the expression on his face could only be described as distant. Billy looked tired, his eyes were exhausted, like they were screaming. She stared at the sharp sandy stubble that pricked his smooth skin and wondered what she was looking at. _Who was this?_ Surely not the Billy she knew before. He stared at her in silence, but somehow his eyes were apologetic and it made Karen's insides churn. Billy couldn't speak. He didn't know what to say. He had seen Karen when she first entered the school as he sat in his car. He was there because Max was competing with the boys in the Science Fair and his father had pressured him to come and meet up with the family there. He wanted to speak to her, to say something, anything, but instead, he watched her and the family walk inside the building while he looked at them through his windshield. He had walked into the school and into the large room, avoiding her sight as he watched her. She drifted about, looking like she was lost in a daydream about something. Now, standing here before her, he still couldn't say a word, but he knew that he wanted to be alone with her. He needed to tell her he was sorry. He slid the folded up piece of paper that he held tightly in his sweaty palm, toward her hand on the table and walked away.   
  
Karen's face was flushed. She wanted to leave this instant and go home, but she didn't want to cause a scene. She quickly placed her open palm over the small scrap of paper and balled it up in her hand by her side. Her eyes darted around the room, looking for somewhere to go. Somewhere where no people were around. She walked toward the door and once in the hall, she headed toward the restroom. Karen sat down in the locked stall, with her arms wrapped around herself as her body convulsed. She was overcome with a flood of emotions and she just needed time to think. She unfolded the crumpled piece of paper to look at it. _Meet me outside near the ball field at 8. Please_. His handwriting was almost illegible. It was hard for her to place her feelings as she read the words over and over again. She swiftly stood up to exit the stall and she balled up the piece of paper and tossed it in the trashcan as she left the bathroom. She saw a large clock on the wall in the hallway as she walked back toward the room where the Science fair was held. 7:38 was the time and she wished she hadn't seen it.

She walked back into the room and approached some of the other moms to spark up a conversation. She wanted to keep busy until it was time to leave with her family. "Oh Karen, some of us moms are going to stay back and clean up." Dustin's mom said as they were standing there. It was like word vomit and before Karen could stop herself from saying it, the words spilled out of her mouth. "I'll stay and help! Let me go tell Ted. Can someone give me a ride home after?" she asked. Multiple women volunteered. She told her husband before he left to take the kids home. Karen felt beyond low. She knew why she was doing what she was doing and she was so mad at herself. She watched the clock hit 8, then 8:05, then 8:10 and she felt antsy as time ticked by. "I'm going to run to the ladies room." she told the other women before heading out toward the exit. She felt like she was making a mistake, but she tried to push the feeling aside. She needed to face him, so that he could be accountable for what he did. Outside the air was warm for an autumn night. It was dark as Karen walked around the side of the building toward the back. She didn't know what the outcome of this conversation would be, but what she did know is that she deserved an explanation from Billy.   


When she reached the very back of the building and turned the corner, she walked toward the ball field. She saw him, his back to her, leaning, almost sitting on the raised concrete surface, one level lower than where she was walking. His leather jacket was off and laying behind him. she could see the shape of his shoulders through the fitted t-shirt he was wearing. The flicker of a nearby floodlight that needed to be replaced, danced on his silhouette as he looked down at the ground. A knot formed in her throat as she watched him. She took a deep breath before she walked down the steps and up to him. His surprised eyes flicked up to hers as she reached him and he couldn’t read her expression. His heart rate sped up as he watched her, trying to combat the dizzying anxiety that had begun to rise up in him.

He remained silent, looking at her, or through her, she couldn't tell. She waited for him to say something, anything, but he didn’t speak. The silence dragged on and Karen wondered why she had even bothered to come out here. She couldn’t figure out what either of them could gain from this encounter, if he wouldn’t talk. He was the one who asked her to come out in the first place, so she was flabbergasted at his behavior. Anger began to stir within her, heating her flesh. The fact that she was here, in front of him, and he hadn’t said a word was maddening. Her breathing picked up as the rage started to thrum in her veins, spreading outward to her fingertips. The quietness became almost unbearable.  
  
She narrowed her eyes looking at him. Each second that passed, further inflamed the heat under Karen’s skin and she was trying hard to keep a lid on her emotions. Billy couldn't find right the words to say, but he also couldn't risk her walking away from him, so he tried to croak out her name, not knowing what he would say after. "Kar-"

Karen saw red and the sound of his voice had caused something inside her to snap. Before she could stop it, she lost control and her fist slammed into his mouth, interrupting his words. Her rage overwhelmed her. It boiled in her chest, in her stomach and all through her bones. She was blinded by her temper, almost wheezing as she watched his eyes widen. Her breaths were ragged and her body was so tightly wound that she felt as if she was a single knot of suppressed energy from everything that she had been holding in for the past weeks. She couldn't believe what she had just done, but she felt slight relief at the same time. She saw the shock on his face and her body was quaking as adrenaline surged through her like electricity. Her fists balled tighter, whitening her knuckles. She bit the inside of her cheek as her manicured nails dug in, threatening to draw blood from her palms. He looked vulnerable and that made her even more confused and angry. Spikes of fury stabbed all over her from within, tearing her apart. "I-" Billy tried to speak once more, and Karen's fist, fueled by impulse, like it was attached to an alien limb, crashed against his lips again, even harder than before. A piercing pain shot from her knuckles to her wrist as she made contact with the hardness of his teeth through his skin. Billy stumbled back as he felt his lip split. He was shaken by the contact, but in a twisted way he appreciated the pain, knowing he deserved every bit of it. Blood trickled from the open cut on his mouth and Karen watched, feeling like she was outside her own body. The skin became sore between her eyebrows as they continued to squeeze together, creasing tightly.   
  
"I never meant to hurt you." Billy said, wiping the blood from his lip with the back of his hand. His lip stung at the open wound that she had inflicted on him. "How could you do that to me! What the fuck did I do to you to deserve any of this?" Karen hissed at him venomously, through her clenched jaw. "Karen, I... I wasn't myself...I-" she interrupted him. "You weren't yourself? Well, just who the hell were you!?" Karen was beside herself as liquid welled up and began to spill from her bottom eyelids. Her nostrils flared as she scowled at him and her tears were like acid on her cheeks. The tension between them was thick, like a dense smothering fog. He paused before he responded. "I don't know." "You don't know!?" Karen's voice boomed like it belonged to someone else. "I don't fucking know, Karen!" Billy was distraught. The veins in his forehead, in his neck, in his arms, were protruding. He was struggling. His shoulders flexed as he wrapped his arms around himself. Karen watched him. Even now, as her anger burned her alive like a wildfire, her body was still so aware of him. Billy looked at her small trembling frame, sensing it’s vulnerability, knowing what he physically could, but wouldn't do to her.   
  
She was seething as she watched him, wanting to strike him again and again. Every muscle in her body tightened with bitterness. She saw his jaw clench and his arms flex repeatedly as he hugged himself. Standing there, seeing him for the first time in weeks, she started to feel something tugging at her, right at the center of her, a familiar pull that she fought off with everything she had. She shook her head instinctively, wrestling with herself. "Karen, please believe me. I never meant for any of this to happen and I’m sorry that I hurt you." he pleaded with her. Karen couldn't speak. There was buzzing in her ears as she listened to his words. Her body began to hum and she wanted to run away from him, to get as far from him as possible. Her chest dipped with each breath and she raised her hand to her head trying in some way to calm the confusion that was taking over her mind.

There was something deep inside of her that had been asleep for the last few weeks, but was becoming more and more awake as the moments went by. She resented the desire as it started to stir low in her belly. She wanted her hatred for what he had done to her to overcome her need. He stood in silence, watching her shoulders rise and fall with each inhale and exhale. She parted her lips to aid her labored breaths and he looked at her mouth. Karen saw him focusing on her lips, the way he was ogling her, and she instinctively took a step back, frowning at him. She thought more distance could help her mask her true feelings in some way. She wanted him to feel her anger and nothing more than that, but the more she tried to fight it, the more her hunger intensified. He looked up from her mouth and locked into her eyes, hypnotizing her. Karen’s legs started to feel wobbly, like they would give out at any moment. She was exhausted, both physically and mentally as she grappled with her willpower, no longer sure of what she was fighting for or fighting against. Her thoughts were muddled, scrambling around, making her head fuzzy.

"Billy, I can't do this." Karen said after a minute. "I know." Billy replied. With each moment that passed, Karen felt the energy shifting between them. The intensity had begun to morph into something that she knew was beyond either of their control. Something that was bigger than the both of them. Something that felt more vast than the universe itself. The energy seemed to encase them, blocking out the outside world. They stayed in their bubble, locked in the moment, both silently wrestling with the conflict in their minds, battling themselves and their pull toward each other. Karen’s rage had almost left completely, although there was still a hint of it beneath the surface. While the anger dulled, every bit of the tension that tied her in knots, remained pent up inside her, waiting to be detonated. She could feel something stirring, becoming stronger as the seconds dragged by. She stood there, locked in his gaze and the lust within her began to grow into a living thing, that seemed to spread through her like a disease. She wanted to hide from him. Now that the veil of her anger had been lifted, the sight of him, his eyes, his body, stoked the fire inside of her and she felt as if the smoke from those flames was seeping out of her pores, exposing her to him. The realization that he knew her and what she was feeling in that moment was suffocating. She found herself not wanting to be free of him, not wanting to fight anymore. Suddenly, Karen was walking in closer to him. Her body propelled forward on its own without stopping to listen to her thoughts or any reason she could come up with to restrain herself.  
  
When she reached him, her lips crashed against his, her tongue tasting the saltiness of blood on his mouth. He parted his lips to invite her in and every flavor was satisfying, like medicine to her desire as she tried to explore every part of his mouth with hers. He was more delicious than she had remembered. His sweet smoky smell surrounded her, clouding all of her better judgement. He spun her around and pressed his hard body into hers. He knew she was so lost in him, that she wouldn't say no and he couldn't say no. He planted frantic kisses on her jawline before moving down to her neck, teasing her along the way. He felt the goosebumps rise, texturing her soft skin and his tongue peaked out, trying to lick every single one. When he started to pull at the hem of her blouse, Karen felt the inferno he was creating inside of her intensify. He massaged her breasts and she let a moan escape from her lips when he unclasped her bra.

He lifted the cups, filling his palm with her tender, velvety flesh and when his mouth made contact with her nipple, she gasped at the familiar feeling. Everything seemed to move so fast. It was as if she had forgotten to breathe for the last few seconds as she pushed all of the air out of her lungs. He licked and sucked, taking his sweet time on each stiff pearl, swirling his tongue around them while Karen wriggled, going insane. She savored all of the sensations, the warmness of his mouth, the prickle of his faint facial hair on her smooth skin, the wetness of his tongue as it worshiped her breasts. His mouth pulled at her nipples over and over until she felt like she would collapse. Her clit pulsed and evidence of her arousal saturated her panties. His mouth was teasing her and it felt like punishment to her already yearning body.

He pulled his face away from her breasts to kiss her again. Karen's head was spinning as their tongues stroked each other's deepening the connection. Her hands shook uncontrollably as she fumbled with the button and zipper on his jeans. He helped her push them down just enough to reveal his thick erection. She stared down at him, looking at his swollen member and wetness dripped out of her. She instantly wrapped her hand around his cock and began to stroke, feeling the ripple of each vein, squeezing gently. Billy groaned as she started to pull. Her knuckles were still raw from punching him, but she ignored soreness, loving the heaviness of his dick in her hand.

Billy felt he might explode at the first contact of her fingers closing around his stiff shaft. His body tingled all over, reacting to her grip. She owned him with each push and pull and he threw his head back as she continued to make him come apart. “My god, Karen.” He hissed at her as his hips started to match her movement. His forced himself further into her grip, feeling her soft hand stroking him. Karen slid her other hand beneath the hem of his shirt, brushing her fingertips across his chiseled abs, feeling every groove of his muscles flex under her touch. Billy shuddered as her fingers tickled his skin while she continued to jerk his cock with her other hand. She slid her hand around to his back and then down further to squeeze his firm ass. Billy looked down at her and smirked, surprised by her boldness in this moment. Karen felt like she was experiencing every emotion at once. She was driven by her need for Billy, confused and upset by what still hadn’t been explained and overwhelmed with all the the feelings flooding her at the same time. As she continued to watch his dick slide in and out of her hand, hearing his moans each time, her desire tormented her. She wanted to feel the ache of him deep inside of her, more than anything. It had been so long and she knew it would be slightly painful, but she wanted it to be. She was ready to feel him.  
  
Suddenly, Billy grabbed her wrist to stop her from stroking him. She looked up and saw sea-colored eyes shadowed with lust staring back at her. He reached behind her to spread his jacket out on the concrete before lifting her effortlessly to sit on the edge of the counter-height surface behind her. He brushed his fingers from her knee, up the inside of her thigh and under her skirt and she spread her legs in reaction, giving him more access. As his hand eased closer to her sex, Karen’s heart rate picked up, thrumming in her ears. His hand found the edge of her panties and he stopped just short to massage the inside of her thigh. He kneaded the muscle on her inner leg, watching her reaction. She was uneasy, wanting, needing him to touch her core, to give her some relief. She thought she would combust as pushed her flowy skirt further up. When he finally reached the center of her and felt the soaked fabric between her legs, he let out a sigh and his cock twitched. He was turned on by the fact that she was always so ready for him and he couldn’t wait to bury himself in her. "You're always dripping for me." He rasped. He rubbed her through her panties, with each of her moans taking him higher into the abyss. Karen grabbed his forearm to control the rhythm of his hand as he toyed with her. She rolled her hips and widened her legs more, wanting him to go faster. Billy pulled at her panties tugging them and she lifted her bottom so that he could pull them down before she kicked them off. Sensing that she wanted more from him, he took his thumb and started to pet her clit. She moved her pelvis in response to the pleasure he was giving her. Her bud was so sensitive to his touch, that her legs started to shake as he continued to tease it with his thumb.

When he slid a finger into her pussy, Karen bit back a scream as he started to stroke her walls. He buried a second finger in her and her whole body started to vibrate. Feeling the warmth of her and the moistness of her pussy, made Billy’s cock spasm. His fingers pumped into her faster. He used his thumb to stroke her clit while his two other fingers eased in and out of her dripping cunt. Karen was panting, as she moaned at the sensation of him playing her like an instrument. His fingers darted in and out of her while his thumb continued to circle, igniting every nerve ending, making her feel like she would erupt at any moment. He finally eased his fingers out of her slowly and brought them up to his mouth, licking and sucking each of them individually, tasting her sweetness. Karen scorched as she looked at him, standing between her knees. Watching his mouth and his tongue skim his coated fingers, mixing his saliva with her warm liquid, was the hottest thing she had ever seen. _He_ was the hottest thing she had ever seen.  
  
He grabbed his cock and moved in on her. She was so spread open for him, giving him the access that he needed to her most intimate areas. He slowly rubbed the the tip up and down on her wet slit, teasing her, making her body quake, just as he had done in their previous encounters, but this time it felt different. It had a more potent effect on her. He circled her clit with the head of his dick and rubbed her up and down again, before pressing gently at her entrance. He started to create a rhythm, circling, rubbing and pressing until she fell in line with every move, anticipating what he would do next. She wanted him so badly and she was going mad. She ground her hips, desperate for more friction, but Billy wasn’t giving in. He continued the delicious torture with his prick until she thought she would burst into flames. He wanted to give her the most mind-shattering orgasm she had ever experienced, to pour his apology into her with everything he had, so that she would know how much he regretted ever hurting her. If he was going to do that, to show her how he felt, he needed to make her pleasure last. 

He continued his slow assault and Karen writhed and moaned, losing all control. “Billy...” she whined, breathless. He ignored her. “Please!” She begged as she tried to push her hips forward. Hearing that word, _please_ , come from her lips disarmed him. He hadn’t heard it from her in so long. He knew he would do whatever she wanted...whenever she wanted. She owned him and he realized in that moment, that it was he who was at _her_ mercy. He grabbed her knees, forcing them further apart. Her hands flew up into his hair, tangling in his curls, pulling his head down so that she could taste him. She sucked his tongue, mimicking what she wanted to do, and had done many times to his cock. His fingernails dug into her hips as she kissed him roughly, pulling on his hair. Her tongue eased out of his mouth and she caught his lip between her teeth, biting down, pulling on it, licking it. The cut on his lip, ached as she skimmed her tongue over it, making his cock swell even more. He was so hard for her that it hurt as he positioned his dick right at that sweet spot between her legs. He could feel her warmth, her wetness dripping out of her and onto him, and he was rabid. Karen laid back to rest on the hard surface, dying to be penetrated.

Billy pulled her skirt all the way up and braced himself, massaging her legs as he eyed the swollen lips at the apex of her thighs, wanting to peel them open and dip his tongue in between them to drink her up down to the last drop. He resisted burying his face in her center, because he knew if he did, she would be so delicious that he would never stop. Instead, he desperately needed to feel their connection, to disappear into her depths. He didn't know how long he would last as he started to push the tip of himself into her. They both groaned as he slowly eased just the head in, meeting resistance from Karen's tight pussy. She felt the dull pain of him stretching her, but she needed more. She needed him to go deeper, to bury himself inside of her, to satisfy her. She was thirsty for it. Billy grunted, feeling her walls close in around the head of his dick, squeezing him, sending surges of pleasure up his shaft and all the way through his body. She was so tight that he felt like he might hurt her by forcing his dick in, but he needed to push himself in further. He needed _her_. He started to press deeper into her heat, stretching her wider and he knew it still wasn't enough. He leaned over her, with his face hovering over hers, staring into her eyes, which told the story of how much she wanted him. She wrapped her legs around him and suddenly, he thrust harshly, burrowing himself inside her. She couldn't help but let a loud moan escape her as the sensation of him pressed into her depths radiated through her. His hand flew up to close around her mouth, so that he could stifle the scream that he knew was coming once he slammed into her further. 

Her pussy was tense and almost unyielding as if she was pushing him out and pulling him in all at the same time. He bit back his growl, feeling like a wild animal. He continued to press forward, relentlessly, going deeper until his hips were completely flush with hers and her walls quivered around him, swallowing up all of his dick. She felt all of his strength, as his hard torso pressed down on her. He stilled for a moment, relishing in her pussy as it sucked him in. Karen rolled her hips, trying to feel even more of him with sweat starting to bead on her brow. When he started to pull back and his cock slowly retreated from her wetness, she exhaled sharply through her nose, loving the the way his thickness rubbed against her narrow walls. He drove into her again, sending shock-waves of pleasure through her pussy and she tilted her head to free her mouth before he could stop her. She bit down on his hand harshly and yanked his hair. He grunted and as she clamped down on his hand, she instantly felt a bit more relief. She bit down harder, piercing his skin with her teeth, and the sharp sting made more blood course through his dick. The pain was addictive to him and she was becoming greedy to give it to him. To release any anger or resentment that was left inside of her. Her need for him to feel it, the pain, wrestled with her desire to pleasure him. When she finally released his hand, he moved it to her breasts, squeezing and massaging roughly, loving their fullness in his palm.

Karen could feel the dampness of sweat in his hair as she knotted her hands in it, gripping, pulling, as he started to thrust into her in a frenzy. He repeatedly sank into her pink wetness. His ragged breaths were hot and humming in her ear. Karen's insides were quaking as their bodies mingled together, tangling in the heat they created between them. She whimpered as he drove into her over and over. Billy listened to her body as if it was singing his favorite song, an all consuming melody that he knew by heart. He reacted to each note, climbing higher with each thrust as the dance between them became more intense. He circled his hips, grinding into her, giving her everything she was craving so perfectly, that she was convinced that he was reading her mind. His strokes were powerful, urgent as he entered her over and over and she absorbed every inch of him. He could feel the fluid sputtering out of her, soaking his skin. Heat flashed all over her in waves. Billy kept pounding into her roughly, her moans fueling his desire, making him work harder to make her come. Karen had disappeared into their passion, becoming one with the friction of him stroking her core. He filled her completely and her pussy devoured his length. He made her sore, and she was intoxicated. She could feel her orgasm building down in her belly and she knew she was almost there. He shoved himself into her, jolting her with each ram and she was almost weeping, feeling him force himself inside of her.

Billy felt her walls start to contract, so he pushed harder and faster, determined to take her as far as she could go. His hips smacked against hers as he continued to fuck her violently. Karen didn't try to fight her orgasm, she welcomed it, knowing it would shatter her. Her fingers and toes started to tingle and when she reached her high note, she arched her back and bit back a scream, letting the anger and pleasure and confusion roar through her, shaking her to the core. He lifted his face and hovered his mouth over hers as his climax quickly followed. She moaned and breathed into his mouth as she continued to ride the wave of pleasure that coursed through her. She released all the pressure and built up tension as liquid gushed out of her and onto him. They both cried out together, their voices like sirens, mixing simultaneously in the thick air. Billy's hips jerked as he continued to ride her, allowing her pussy to milk him of the last drops of his semen. They both were breathless as they descended from the cloud that they were on.

Billy pulled his cock out of her and they both winced. He looked down to see his cum dripping out of her and onto his favorite leather jacket, but he didn't care. It was the most pleasing sight. Karen's hips and back were sore, but her body felt satisfied as she closed her legs to sit up. Billy handed her panties to her and she slipped them on. She was disoriented and not quite sure why she allowed all of this to happen. She felt exposed completely and she didn't like the feeling. Billy stood in front of her, watching her, seeing her facial expressions and he couldn't read her. "I missed you. I missed _us_." he breathed, vulnerably. Karen hopped down, pulling her elbow from his grip when he tried to help her steady herself. She looked into his eyes before she brought her palm up and slapped him across the face. "I don't forgive you." she said before walking away from him and up the steps, into the darkness. Billy felt the sting of her assault as he brought his hand up to his cheek, the corner of his lips twitching up, almost into a smirk.

**Notes for the Chapter:**

> I hope you enjoyed reading this! :) I had fun writing it and played around with where the story was going to go next.


	7. Art

**Summary for the Chapter:**

> We pick up a little while after Karen and Billy's last encounter. :) This chapter is mostly smut. Thought I'd take a break from the drama for a bit!

Karen couldn't get her last encounter with Billy out of her mind. She had said she didn't forgive him, but her actions and everything that she felt within her contradicted those words. She fantasized about him, dreamed about him and it seemed like the prior incident in the abandoned warehouse slipped further and further from her mind, like a very distant memory. She was in awe of how well he knew her body, the things he did to her. She was enamored by him. No matter how much time went past, he continued to be an undulled obsession for her. He knew exactly what she wanted, how she wanted it and when she wanted it. Karen had never met anyone who could satisfy her the way Billy did. Ted didn't even try. He hadn't for a while. He barely touched her and when he did, it was for his own pleasure, with no regard to hers. She loved Ted and there was so much history with him, but with Billy, Karen found someone who catered to each and every one of her primal needs. He drove her completely insane. She couldn't understand how he was so much younger than her, but he was so experienced, so skilled. She was conflicted, but she decided to go with the flow.  
  
Mike and his classmates were set to go on a field trip to tour a couple of museums that were outside of Hawkins. They were to stay overnight and return the next night, visiting one museum each day. Karen decided to chaperone the trip along with some others. She thought it would be a great way to connect with Mike. He was getting older, more distant, slipping into the teenage years that she had already experienced with Nancy. His relationship with his girlfriend and first love El, had gotten more serious and he was spending more time at Hopper's, hanging out with her. She didn't want to lose the bond that they had, but she could tell that he wanted his independence, to feel grown up, even if she slightly resented it.  
  
When the day of the field trip came, she drove with Mike to the school where everyone was meeting up to get on the buses. Karen climbed on the bus behind Mike who quickly found his friends. He slid into a seat beside El, directly across from Lucas, who she assumed was waiting for Max, since he sat alone. Will and Dustin were one seat behind them. The chaperones had been asked to split up on the bus: 1-2 in front, 1-2 at the middle and 1-2 in the back. After saying hi to everyone, Karen made her way to the back of the bus and sat in the very last row across from a seat filled with some extra bags and belongings. She sat at the aisle end of her seat and watched as the other students got on the bus, settling in with their friends. 

When she saw his dirty blonde curls as he ascended the stairs onto the bus, she could barely breathe. Billy. _What is he doing here?_ she thought. He seemed to always show up wherever she was unexpectedly, throwing her off balance. Max followed him onto the bus with a scowl on her face. Karen wondered if they had been arguing with each other as always. She saw Billy scanning for a seat before his eyes settled in on her. He grinned and made his way to the back of the bus. Karen fought a smile as he reached her. She could see the ripple of his abs beneath the tight white t-shirt that he was wearing under his denim jacket. Karen swallowed hard as she looked up at him. “This seat taken?” He asked gesturing at the seat Karen was sitting in. His eyes made her weak and the way he smiled at her was almost wicked. He was pure sex on legs. It took her a moment to respond. “Uh...n-no.” She said as she scooted over to let him sit down beside her.

He slid down in the seat, slouching, and she almost immediately looked down at his fitted jeans, hugging his muscular thighs. “So, hows it going Mrs. Wheeler?” He said flashing a smile. She smiled back. “I’m fine. And how are you, Billy?” She asked trying to give nothing away. “My day started off rocky, but it actually just got a whole lot better.” He said as he winked. Karen looked away as she felt heat rise on her cheeks. “So, what are you doing here?” She asked him. “I think you can probably guess.” He replied. “Your Dad made you come on this trip with Max?” She asked the obvious. “Yep. You got it. So here I am. I thought it would be a boring trip, but now that I know that _you’re_ here...” Karen nudged him to stop him from saying anything else. A smile spread on her face before she could catch herself. “I hate to disappoint you, but I won’t be your means of entertainment on this trip. Nothing is going to happen. Absolutely nothing.” She whispered. “Ok, if you say so.” His smile was disarming. She felt defeated already. They sat listening to the kids chatter on and didn't speak for a few moments.

“Nice dress.” He said looking her over. "Thanks." Karen said, touching her neck. His presence warmed her blood. “Nice jeans.” She quipped glancing at his crotch. She saw that he was surprised by her response and they both chuckled. “I’m glad you’re here, Karen.” He said as his smile faded a bit. “Likewise.” She said. He was still smiling as he wet his lips and looked at her mouth. His teeth were so white. She sighed and squirmed in her seat. _This is going to be a long trip._ She thought. "So...I haven't seen you in a while, Karen. When was the last time I saw you...was it at the science fair?" he was toying with her. "Yeah...I um....think that was it." her voice was breathy and had risen an octave. She glared at him, her eyes telling him to leave it alone. He chuckled softly. "I don't know if you know this, but I'm really into science. _Chemistry_ mostly." he said as he turned to her, inching his face closer. Karen moved away from him, closer to the window. "I-I didn't know that about you. Good to know." Karen's eyes pleaded with him to stop.

The bus ride was almost 2 hours and by the end of it, Karen found it almost unbearable to be so close to Billy, while he flirted, smiled and joked with her. His arm brushed against hers every so often, giving her goosebumps. The mere contact, the buzz between them was enough to get her going. She was relieved when the bus pulled into the hotel parking lot. She just needed some time to gather herself. As the bus came to a stop, everyone stood up, including Billy. She looked at the way his jeans were clinging to his ass and her mouth went dry. She was still seated staring at his backside when he looked down at her. “You need some help, Mrs. Wheeler?” He asked grinning. Karen blushed, embarrassed that he caught her checking out his butt. “I’m good, but thanks.” she said flatly as she stood up. The chaperones and students gathered outside of the bus to go over the plan and the rules for the trip. They had arranged with the hotel to all stay on the same floor and their room keys were prepared for them when they went to the front desk.

“Mike, here’s your room key. Be sure to keep it safe so you don’t lose it. We will meet back here in 30 minutes. Not a minute after, ok?” Karen said to her son who rolled his eyes. “I know, Mom!” He replied reaching for the key before he stomped off back to his friends. Max and El were nearby. Mike, Dustin, Lucas and Will were all sharing a room and Karen was glad about it. She knew they needed the time to bond after everything that had happened over the past year or two. Karen grabbed her bag and made her way to her own room. She freshened up before it was time to head down to the hotel lobby to meet up with everyone.

The kids were on time, surprisingly, and the crowd made their way back to the bus to go to the museum. The kids were allowed to split off into groups when they arrived and all of the chaperones were assigned to different groups. Karen reiterated the rules and schedule to Mike and was met with his annoyance. His attitude really was getting to be a bit much.

Once the kids were off exploring, she wandered around appreciating the exhibits and she wondered if any of the children really cared about what they were seeing.

“So, are you into all of this museum shit?” Billy asked too loudly as he fell in stride beside her, startling her a bit. Karen shushed him. “Language!” She replied. “Yes ma’am. Sorry.” He said, smirking. “But, to answer your question, yes I am into it. What about you?” She asked as his arm brushed against hers. The hair on the back of her neck stood up. She took a deep breath. _Get it together, Karen!_ she thought.

“I appreciate the art... I just don’t think you need to go to a museum for it. Art is everywhere. It’s all around us. It’s just a matter of noticing it.” Billy said.

Karen was intrigued by this side of him, but almost couldn’t tell if he was joking, so she snorted. "Is that right? So, what kind of art do you notice, Billy? I'm curious." They stopped in front of a sculpture to study it. “Well, if you really want to know, I’ll give you an example...I notice _you_ , for instance.” He was whispering and Karen felt her face warm up. "Don't be ridiculous." she breathed, getting uncomfortable. He could sense her discomfort, but that didn't stop him. "Your eyes are the color of maple syrup and they bare your entire soul when you come.” Karen felt a chill go up her spine. “Your skin is so soft and smooth, but I love the way the goosebumps texture your flesh when you're all hot and bothered. The color in your cheeks right now..." he brushed her cheek with the back of his index finger and Karen almost moaned. "Not quite red, but a soft rosy pink. It's the kind of shade you can sometimes catch when the sun is setting. _That’s_ art to me.” He paused and Karen’s breathing picked up. “Not to mention the shape of your body. Those curves under your flawlessly pressed clothes. The fabric clings to you in the best way, but let's not forget that I've also seen what's beneath all of that. The way your breasts always fill your bra so completely, almost spilling over, perfectly sized for my palm and so soft to the touch.” His voice rose a bit in volume as he rasped. "Billy _stop_." Karen said, shifting on her feet making sure no one was within earshot. “Your nipples and how shiny they look after I lick them...how they stiffen like tiny pebbles, reacting to my tongue.” “Billy, _please_..” Karen started to pant. “Your pussy when I’m inside of you, the way those pretty lips open up to me like the petals of a flower that's just starting to bloom in the Spring. It's all art, Karen...and I just happen to appreciate all of it....all of _you_. Hope to see you later.” Karen squeezed her thighs together as she watched him walk away.

Karen avoided Billy for the remainder of the day. After some hours passed at the museum, the group met up in the parking lot to head to eat before going back to the hotel. Karen didn’t make eye contact with Billy at dinner. She noticed one of the high school girls who was also chaperoning, flirting with him, practically throwing herself at him. She heard bits and pieces of the conversation and would've been jealous but she almost had to laugh at the girl’s advances. At some point she asked him what his type was and he replied with

“Mature...y'know... _experienced_.” She could see him staring at her in her peripheral, but she didn’t look up from her plate. She wished she had a glass of wine to take the edge off, but of course no drinking of any kind was allowed. She just needed to get through dinner, so she could go back and be in the solitude of her room. Away from Billy Hargrove.

After dinner, the group went back to the hotel. Each chaperone made rounds before bed to make sure everyone was where they were supposed to be. Karen checked on all of the kids in her group and they were all safe and sound in their rooms, so she was relieved when she was able to get some time alone. Billy glanced at her from a couple of doors down smiling as she finally made her way back to her room. Once inside, Karen showered and settled into bed with a book. Her body was tired from the day, but she was having trouble winding down. She thought about the things Billy said to her earlier and heat flashed all over her body. She imagine his lips as he spoke and she started to drift off into a daydream. She made herself snap out of it and got back to her book, ignoring where her thoughts were taking her. She didn't want to go down that road. Not now.

A couple of hours passed and Karen was deep into one of the love scenes in her romance novel when she heard a faint rap at the door of her hotel room. She looked over at the clock on the bedside table and it was past midnight. She frowned as she grabbed her robe to head to the door, hoping everything was ok with the children.

She opened the door and Billy was standing there with one of his arms tucked inside of the jacket he was wearing as if he was hiding something. “Billy what the hell are you doing at my door!?” She looked around and down the halls before yanking him by his arm to pull him into the room and closing the door before anyone saw them. “Ouch! Jesus! That hurts!” He said, reacting to her grip on his arm, a fake grimace spreading on his face. “Oh come on. I know now that you can take a pretty mean punch, so stop with the dramatics. I didn’t hurt you.” Billy chuckled.

“I'm glad I'm amusing you, but you didn't answer my question. Why are you here?” She asked standing impatiently in front of him with her arms folded. He pulled his arm from inside of his jacket and revealed a large bottle of whiskey. “Billy, where did you get that!?" she asked. “I decided to sneak out and I got someone to buy it, y'know since they changed the laws. If I’m going to get through this trip, I at least want to have some fun. _My_ kind of fun.” He smiled.

“This is so wrong!” Karen said glaring at him disapprovingly, but she knew there was no use in lecturing him. He did what he wanted, _when_ he wanted and it seemed that following any sort of rule was not a part of the equation. Karen also knew that she wanted a drink. _Bad_. She paused for a few moments, looking at him, weighing out her options. “Oh for fuck’s sake, come sit down.” She said as she walked around the room trying to find cups. He stood and watched her wandering around and wondered what she was doing, so he asked. “Looking for something?” He raised an eyebrow as she walked out of the bathroom. “There aren’t any cups in this room. There’s usually at least one! Even Motel 6 gives you cups and this hotel is supposed to be a step above that!” Billy laughed at her reference to Motel 6.

“Well...I drink straight from the bottle. Care to lower your standards a little bit more, just this time?” He said, smirking at her holding the bottle up slightly. He took his jacket off, throwing it on a side chair and went to the bed to sit down. She smiled at him and walked over to plop down on the bed beside him. He opened the bottle and took a sip before passing it to her. She took a larger gulp than he expected her to. The liquid set her throat on fire. “Whoa, easy there!” He said grabbing the bottle. She was used to drinking wine and not liquor, at least not since high school, so she coughed at the burn. They both laughed as redness spread on her face. “That is just awful! I don’t know how you drink that so easily!” She exclaimed, hacking a couple more times. “Years of practice.” He winked. “Seeing as you're 18 years old, that’s not necessarily something to be proud of, young man.” She said nudging him with her shoulder. He snorted. “19. My birthday was two days ago and I've practiced a lot of _other_ things too. ” He said suggestively, nudging her back. "Wow! I didn't know your birthday was two days ago. Happy belated birthday!" she said enthusiastically, pushing away the thought about their age gap. "Thanks. Well, birthdays aren't a big deal in my family. Just another day." he said back. "Well it's a big deal to me." she said as she raised an imaginary glass and grinned at him. He mirrored her actions and smiled back at her. They sat and drank together, making small talk. After several sips, the burn of the alcohol faded and it wasn’t long before Karen was getting tipsy. Her head felt weightless, fuzzy as she continued to accept the bottle from him each time, knowing she should probably stop.

Her whole body was warm as the effects of the alcohol started to spread through her veins and before long, she shed her robe to try to cool down some. They were sitting side by side with their backs against the headboard, blankets thrown to the side. “So, I’m surprised you were still awake. I just took a chance by coming to your door.” He said. “Yeah, I'm a night-owl. I was actually reading a book.” She said and regretted it instantly. “What kind of book?” He asked her. She was embarrassed to say what she was reading as her eyes flashed to the book on the nightstand. He followed her sight-line and reached for the book. She tried to grab it from him, but he held it up so she couldn’t reach it. “What do we have here?!” He asked playfully. Karen covered her eyes with her hand trying to hide from him while she giggled. “So, _this_ is what you’re reading, huh, Mrs. Wheeler? _Naughty_.” He said as he looked at the cover of the book. “This guy kinda looks like me.” He said, laughter exploding out of him soon after. Karen slapped him on the arm. “Shut up!” She said laughing. Billy opened the book to where her bookmark was. “Billy no!” She said trying to grab it again, but he held it just out of her reach. He scanned the page for something juicy. “ _Caroline melted under his touch..._ ” he started to read aloud, laughing as he did. “Give me that!” She said, reaching over to snatch it before he could stop her. They both burst into laughter as she threw the book across the room.

Karen covered her face, her laugh fading into an amused sigh. She punched him on the arm. “Hey hey! I just wanted to see what you were reading to get your rocks off.” He chuckled. “Oh stop it! I have to entertain myself somehow.” She said plainly. Billy was silent. “What? No response to that? _Hmph. Surprising_.” She said smiling at him. “I was just wondering why you need that to get you off when you have me.” He said lowering his voice. Karen looked away, blushing. “I don’t _have_ you, Billy. A person doesn’t _have_ another person.” She said. “Like how Mr. Wheeler doesn’t _have_ you?” He said raising an eyebrow at her, matching her tone. “Billy, please don’t ruin this night. I’m actually having fun.” She said pushing her shoulder into his. “Ok. Fine with me. I do have a question, though.” He said. “What is it?” She asked. “Well, how often do you read those books and uh... have a little _fun_ by yourself?” He asked “Oh shut the fuck up about that book!” She shoved him and they both fell into another fit of laughter. "In all seriousness, it's just a fantasy..the stories..they're not real, but everything is so passionate, so perfect, and that's what entertains me." she said, her smile fading. "I get it...the fantasy of what you really can't have. It's intriguing. I can relate to that." Billy replied.

  
“But really... I’d be curious to see it. The way you do it.” He said after a few moments of silence. “See the way I do...what?” Karen asked. Billy paused. “The way you touch yourself.” He said, looking at her with hooded eyes. A hot flash rippled through Karen. Her head was cloudy from the liquor and she felt amazing. He was looking at her with his blue-green bedroom eyes and her insides started to churn. She felt little to no inhibition and the alcohol made her feel like she was floating on water. “Is that right, Billy Hargrove?” She said playfully running her hand up from her knee to her thigh. Billy let out a deep breath, watching her fingers slide across her skin. Her satin slip was short, black and trimmed with lace, showing off her long toned legs. The shiny fabric draped her body, contrasting her creamy skin. Billy swallowed hard. “Don’t tease me.” He said back to her smiling. She grabbed the bottle from his hand and took a big gulp. The whiskey went down as smooth as water this time and she knew she was on the way to being drunk. The alcohol hummed in her veins, wrapping her in a warm heavy blanket. She handed him the bottle and he took a sip of his own before placing it on the nightstand. “I could never tease you.” She said sliding her hand further up, lifting the hem her slip. "Is this what you want to see?" she asked. Billy bit his lip and watched her hand as it slowly inched closer to her panties. “Uh-huh...but...I think all of this is in the way. I think you should take it off.” He husked gesturing to her garment. She stilled her hand and took his suggestion.

She sat up on her knees and pulled the slip over her head. She was bra-less beneath it and Billy’s mouth watered as he looked at the two soft mounds on her chest. Her nipples were already hard and her skin was dewy. His eyes flashed up and down her slender body, taking in the shape of her, appreciating the soft curve of her hips. Her toned small waist allured him and he wanted to lick every inch of her skin. Before he knew it, she was on her back on the bed. He watched her delicate hands as they stroked her hair, before they slid slowly down her neck, then her collar bone, until they found her breasts. She massaged them, teasing and pinching her nipples, moaning as she did. She was already lost in the moment, taking herself deep into an ocean of desire. Billy felt his cock start to swell as he watched her. It was one of the most seductive things he had ever seen and he didn't know how long he could keep his hands off of her. She brushed her fingertips down the center of her belly, swirling them around her navel, lingering there for a beat, teasing, before she continued further south. Billy reached over, unable to resist, and grabbed her thigh to pull her leg toward him and she spread the other one in the opposite direction. He wanted to see _everything_. Karen was getting wetter by the minute as she continued to tease her breast and she was dying with anticipation as her other hand traversed closer to her center. She stroked her flesh, right at the waistband of her underwear. When she finally reached her destination, discovering her mound beneath the fabric, she whimpered as she began to stroke her clit through her black panties. Her fingers felt foreign to her as she worked to build her pleasure, petting herself, enjoying the delicious feeling spreading between her legs. The slippery cloth was too much of a barrier, so she hooked her thumbs into her underwear and lifted her bottom to pull them down. Billy helped her, yanking them off before she spread her legs again. He was bursting with excitement, wanting to see her continue to turn herself on.

He groaned at the sight of her slick crease. “My god, Karen.” He breathed before starting to unbutton and unzip his jeans. The sight of her laying there, her pussy dripping with her arousal, was erotic. His cock pushed against the denim, needing relief. He climbed off the bed to remove his clothes, freeing his erection from confinement, never taking his eyes off of Karen. Her skin was flushed as she toyed with her bud, circling her pelvis. "Let me know when you're close." he rasped as he climbed back on the bed beside her. He started to pull on his dick as he watched her coming apart, making him throb harder. She circled her clit over and over while pulling on her nipple with her other hand. Her eyes were closed, her lips were parted, and Billy could see the ecstasy on her face. Her fingers were swirling against her pink pearl and she began to ache for him. The intensity within her started to build and the feeling was almost unbearable as she neared the brink. "Billy, I'm close. I'm so close." she moaned. "Stop." he said still tugging on himself. Karen eyes flashed open. She didn't want to stop, but she reluctantly obeyed. Her chest heaved as she felt her body back away from the cliff. She was panting, squirming, wanting. She gripped the sheet beneath her, feeling tense all over, waiting for further instructions. Her body started to convulse, yearning for satisfaction as she twisted her hands in the fabric.

"Start again." Billy commanded. Karen was all too eager to follow his instructions. She started to pet herself again slowly, feeling every nerve ending in her clit come alive under the stroke of her fingers. "Tell me when you're close again." his voice was gravelly. Wetness dripped out of her, coating her hand more every time it slid down to her opening. She glided with ease from her natural lubrication, tickling herself, tracing figure eights on her pussy, diving deep into bliss. The fact that he was watching her made her so hot that she was losing control. She was unfolding for him completely as one of her hands flew up to tangle in her hair. Her skin was glowing with the desire that burned in her veins. She could feel her orgasm building again and it was coming on much quicker than before. Karen needed to come so badly that she didn't utter a word as she felt herself getting close to the edge again. She wanted to tell him, but she was so absorbed by the feeling, deranged with it, that she disobeyed his previous orders, not letting anything come between her and her goal. Billy continued to jerk his cock, pumping into his fist and watching her fingers have a field-day with her pussy. He noticed that her breathing had picked up. Her moans were louder, her belly was tensing and her toes curled as she arched her back. He knew she was close. He knew her. "Stop." he said, but Karen was so lost in her pleasure that she kept going, thrilling herself. "I said stop!" Billy growled at her. She was startled when he grabbed her wrist to remove her hand from her core. She felt as if she could come just from his voice. It was so deep and animalistic, so domineering. She wanted him. She groaned, trying to wrestle away from his grip, wanting to feel her fingers between her thighs again. Her legs flexed as she squirmed, suffering. She was almost there and she felt like she _had_ to feel it. She was a crazed, drunken maniac, not only inebriated by the alcohol, but also by her lust for him.

Karen could barely breathe as she writhed on the bed. She needed to do something or she would go crazy. Billy released her wrist and she sat up and closed her legs, silently resenting him a bit for not letting her come.

"I want to taste you." she said, looking at him with sweaty strands of her hair plastered to her forehead. More blood surged to Billy's dick as he heard the words. He positioned himself in front of her, placing each of his knees on the bed beside her thighs on either side. He started to stroke his length, inches from her face, and she licked her lips, preparing to devour him. She leaned in and swirled her tongue around the head before grabbing his wrist to pull his hand away from his cock. She wanted all of him, and his hand, as far as she was concerned, was in the way. She took a deep breath before taking him into her mouth, sucking gently, then slowly increasing the pressure. His skin was smooth on her tongue as she licked each vein. "Agh...That's it, Karen... Just like that." he said through clenched teeth. Her hand worked simultaneously as she stroked him, producing enough saliva to wet every inch of him along the way. She was determined to drive him crazy. She wanted to eat him alive.

He was being gentle with her delicate mouth, but that's not what she wanted. Her hands reached for his ass to push him further in and he gasped at the feeling of her squeezing his cheeks. He couldn't believe how obsessed she seemed. She kept pushing further each time, never losing suction along the way until she felt him hit the entrance of her throat. Billy moaned, feeling the tight ring pressing against the tip of his dick. She mustered all of her strength to continue push him until he was finally buried in as far as he could go. Billy's breath hitched and his body quaked as she swallowed him. His cock fed her hungry mouth and he pushed into her until his balls touched her bottom lip. She began to move her head back and forth slightly, deep-throating him, devouring his length. "Fuck, Karen!" he hissed at her as he started to pump his hips back and forth. He couldn't believe how deep he was, how much of him she could handle. She was unreal and he thought he might explode right then and there. He pulled out, leaving a bit of himself in her mouth to allow her a moment to breathe and she gasped, her lips still wrapped around his cock. Her eyes were blazing as she looked up at him and started to suck again.

He knew she could take it, that she was greedy for it, so he grabbed her head and thrust into her mouth over and over, not holding back, each time passing through her throat. She was so warm and wet as he slid in and out of her face. She accepted all of him and he was in awe of her each time her tight throat closed in around the head of his dick, not gagging once. Karen loved the feeling of him fucking her mouth. His grunts of pleasure heightened her arousal and made her aware that he loved what she was doing to him. She wanted to take him over the edge, to drink every ounce of his cum when he reached his peak, but she also selfishly had to feel him inside of her. She needed the release more than anything. She gently pressed his hips with her hands so that he could slide out to allow her to speak. His shaft cooled outside of her mouth, shining from her saliva. "I need you." she breathed. Billy loved those words. While he enjoyed having sex with her mouth more than most things he had ever experienced in his life, he knew he'd get the most pleasure by coming inside of her. He was addicted to the feeling, obsessed.

He laid down on the bed beside her, his full cock resting on his belly, waiting for her. Karen looked at his abs, rising and falling, rippling with each breath as he rested on his back. She straddled him, feeling him throbbing as she pressed her wet slit into him. She leaned down to touch her lips against his and he shuddered when her nipples brushed against his chest. The stiff peaks tickled his skin and he grabbed her hips and pushed his pelvis up into her. They both whined, feeling the heat of their centers pressed together. He parted her lips with his tongue and prodded her mouth. The kiss was wild, frantic, as she ground her hips, rubbing her sex up and down his thickness, coating him with her liquid. His length slid back and forth against her pussy and they were both desperate for the friction as their bodies moved together. His shaft was rigid against her and she could feel how much he needed her. She moaned into his mouth, knowing she needed him just as much, if not more.

She sat up and wrapped her hand around his cock. She needed him to penetrate her and she had waited long enough. He lifted his head slightly to look at her pussy as it hovered over him, warmth radiating from her core. He could feel his heartbeat in his throat as he waited to enter her. He knew she so was tight and so wet and he couldn't wait to feel her walls close around his cock. He gazed up at her sweat-slick body as he ran his hands up her thighs, her sides, and up further to her chest. Her breasts swelled against his palms as he caressed them, tracing her nipples with his thumbs like he was memorizing every line and bump of each areola, making her shiver. Karen positioned him right at her sweet spot. She felt his dick press at her entrance and she sighed. "I can't wait to feel you." she moaned as she began to sink down slowly onto his dick. They both groaned as he started to probe her. His hands were still fixated on her breasts, kneading them, sending jolts of pleasure to her clit. She pushed herself further onto him until she sat completely. They both exhaled sharply, her feeling the fullness of him buried inside her, him feeling the tightness of her crevice squeezing him. There was a pool of moisture between them as she started to ease up and down on him. Their moans were music in the otherwise silent room.

She rotated her hips as she rode him, picking up the pace, feeling him rubbing her from the inside. He was so thick and the friction from the way her narrowness resisted him as he pressed into her depths, drove them both wild. "Your cock is so big, Billy. You feel so good inside me." she cried out as she started to bounce up and down on him."You're so fucking tight." he grunted. She worked him like she was riding a bull and his eyes and hands roamed all over her body thirstily, squeezing, exploring, drinking in as much of her as he could. He plundered her and his hands groped her frantically as their bodies blended together, working toward the same goal. Her hands rested on his chest and she could feel his muscles tensing as she mounted him. Her breasts danced, jiggling each time he thrust into her from beneath. Everything about him was hard, his abs, his chest, his arms, his cock, as he started to match her movements with his hips. They ground, stirred, pumped, going higher with each thrust. He moved his hands down to grab her hips massaging them before moving them back to her ass. She was seductive as she rocked on top of him, twisting her hips to grind into him forcefully. He pulled her down even harder, their hips slapping, thigh muscles working overtime, as he watched himself disappear into her over and over. It was the most beautiful sight to him, the way his girth opened her up.

In one swift movement, Billy flipped her over to rest on her back so that he could set the pace, pounding into her. He knew she needed to be fucked hard...that's one of the reasons why he was here and he was determined to do it the way he knew she liked it. His strength turned her on like a light. Everything he did, he seemed to do effortlessly. Karen was in pure ecstasy as he started to stroke her erratically, looking down into her eyes, watching her pupils dilate as he penetrated her. His sweat dripped onto her, leaving cool droplets on her skin, as he slammed his hips, baring down on her. His eyes smoldered and she drowned in them and the pleasure he was giving her, feeling all of his weight. Lust burned in them both, igniting every spark of desire as he burrowed further. Every sound, every sensation, the slickness of their bodies rubbing together in harmony, fueled the fire. Billy buried his face in her neck, kissing, licking, nipping. He feasted on her flesh, sucking and biting, loving it's velvety feel on his tongue. Karen felt herself nearing the edge and her whole body tensed. She shuddered as the pressure started to increase inside of her. She wanted it, to let it overtake her, but she felt like the strength of what was coming was so intense that it might destroy her. Billy was unrelenting as he plunged into her roughly, urgently. His body was practically begging her to come.

He felt her walls contract and he picked up his pace even more. His strong thrusts pushed her to new heights. Finally, the pressure that had built up, burst inside of her and Karen exploded into the most staggering climax she had ever had. She slammed her eyes shut and dissolved into her orgasm, crying out as tremors shook her core. It carried her beyond the clouds and she clawed at Billy's back like a feral cat as she trembled beneath him, riding the wave of satisfaction. He'd be baring the marks of her nails the next day, but he didn't care. He'd wear them with pride like a temporary tattoo...evidence of her. All of the cells in her body seemed to scatter to the surface of her skin. She was tingling all over. The pleasure was almost terrifying, it felt dangerous, threatening to absorb her completely until she no longer existed. Watching her unravel, her sounds, her movement and her nails raking across his skin, took Billy to the edge. His cock twitched as he continued to stroke, urging more of her orgasm out of her. Wetness seeped out of her. The sensation was too much and Billy had held on as long as he could. He growled when his peak consumed him and he spilled into her, filling her with his milk. Every muscle in his body flexed as he jerked into her with his final thrusts.

He collapsed on top of her, resting all of his weight on her and she fought to breathe, gasping. His breath scorched her neck as it came out in huffs against her skin. He pulled out of her and rolled over on his back beside her, breaths still ragged. The room was spinning, they were both spent, wrapped in a fog and covered in a veil of sweat.

Karen stretched her body and let out a satisfied sigh. A smile spread on her face. She was amazed by him, how he could take her higher every time. Their sex was life changing, utterly explosive, almost supernatural. It was devilishly vivid, every sensation, every thrust, every orgasm. She had never experienced anything on that level in her whole life and she appreciated the beauty of it all, the way they connected, their chemistry, the world of passion that they had created together. Billy was watching her, as she basked in her afterglow. She turned to him and smiled, her eyes were glassy and barely open. " _That_ was art." she said as she stroked his face and they both chuckled softly.


	8. Mr. Fix It

**Summary for the Chapter:**

> We pick back up in the hotel room after Karen and Billy's wild sex! Get ready for some heat, some emotions and some fun!

A smile spread across Billy’s face while he watched Karen’s breathing calm down as she lay naked on the bed beside him. “What?” she said as she turned over to face him. “I’m not done with you yet.” he said grinning wickedly. Karen’s face flushed. “I don’t know if I have the energy, Billy!” she giggled. “I think you have a little more left in you to give me.” He winked. Karen’s flesh started to heat. She knew she couldn’t resist him and her wide smile told him that he had her right where he wanted her. “Prop your ass up on this and spread those gorgeous legs for me.” he commanded as he shoved a pillow toward her. Karen was almost giddy and she followed his instructions.

She shivered when she felt his lips softly brush her inner ankle and he began to plant gentle kisses along the inside of her leg. Her skin was silk against his mouth and he let his tongue skim across it’s smooth surface between his kisses. When he reached the height of her inner thigh, his teeth grazed her flesh, before nipping and sucking her skin softly. Karen’s body was shaking with need as she propped herself up on her elbows to watch him. He positioned himself between her thighs with his face inches from her sex and his cock twitched at the sight of her pussy. He inhaled her scent as his tongue slowly skated across his upper lip. His sea-colored eyes flashed up to her face before he spread her lips open and gave her one long, fierce lick, right up the center of her. Karen threw her head back in pleasure, moaning at the feeling of warm, wetness against her clit. Her sensitive bud craved more...more friction, more heat, more of his tongue and she started to squirm as her desire began to consume her.

Billy saw her discomfort, knowing he could give her some relief, but he got off on watching her writhe, proving to him with each twist of her hips, that she needed him. He watched her suffering, aching to feel him and his cock started to swell. He had to taste her again, her flavor was divine to him and his craving for her took over his mind and body. He buried his face between her legs, finding her clit again, licking, sucking, devouring her. Karen’s hand knotted in his hair, the sounds of his mouth, lapping up every drop of arousal that leaked from her, took her closer and closer to the edge. He started to create a delicious pattern, _licking, sucking, swirling_ his tongue all over her most sensitive parts. Her hips bucked, matching the movement of his mouth and her hand tangled further into his curls as she slipped away into a sea of lust. His mouth was voracious, every stroke, every sip, left him more greedy than the last and he felt like he would never get enough. He slid two fingers into her slick opening while he continued to circle her clit with his tongue and Karen’s eyes rolled into the back of her head. Ecstasy swallowed her whole as he pulled her apart with his mouth and hands. She could feel herself nearing the brink, already ready to fall off of the cliff when she heard a knock at the door.

Her eyes flew open and both of them froze. “Mom?!” it was Mike. They scrambled away from each other and Billy reached for the almost empty bottle of whiskey along with his things. Karen looked around frantically. “Bathroom!” she whispered and Billy scurried into the bathroom quickly. Mike knocked again. “Coming, sweetie! Just a sec!” she said as she grabbed her robe and attempted to smooth her hair. She took a deep breath and opened the door. Mike stalked past her into the room. “Honey, what are you doing here and up this late?” she asked him. “I forgot my allergy meds and I’m all runny.” he replied. Karen immediately felt guilty. She had forgotten to give him his medicine before bed. “I’m sorry. I forgot too. Let me just get it.” she said as she walked over to her bag to shuffle through it and get the medicine. She found the bottle of pills and handed it to Mike. “I need some water.” he said as he rolled his eyes. “Well there are no cups here.” she said. “I’ll just drink from the faucet.” he said as he walked toward the bathroom. Karen held her breath as she watched him walk into the bathroom and switch on the light. She heard the faucet turn on and then off after a few moments. She resolved that Billy must have been hiding in the shower when she didn’t hear any shrieks from Mike. _Tha_ _nk_ _goodness._ She thought. Suddenly, she noticed that Billy’s shirt was still on the floor beside the bed. She rushed over to it and quickly shoved it into the nightstand drawer. Mike came out of the bathroom wiping his mouth with the back of his hand. He plopped down on the bed, hanging his head. Karen frowned and walked over to sit down beside him. “What’s wrong, Kiddo?” she asked. “Well...allergies are not the only reason that I can’t sleep tonight.” his voice was somber. “What’s going on?” she asked. “El is mad at me. I made a mistake...which I don’t want to get into...and she’s mad at me. I just...I just don’t want her to break up with me. I love her.” Karen paused, trying to choose her words carefully, knowing that they could potentially carry a heavy weight for a young teenager. “Mike, you’re both still so young...” Mike interrupted her. “I know what I feel, Mom.” he replied. Karen smiled. “The only advice I have to give you is to never stop putting forth the effort in your relationship with El. Never stop letting her know how you feel. If you do that, you do your part, and if it’s real, nothing will ever come between you two.” she said, nudging him with her shoulder. “Oh...and candy helps, too.” she added, winking. Mike laughed softly. “I know you’re getting older, finding your own way in this world, but I want you to know that I’ll always be here for you, to talk or whatever.” she said before ruffling his curly hair with her fingers. He smiled “Thanks, Mom. I think I’m going to go to bed now.” They both stood and headed to the door and Karen pulled him into a strong embrace. “Get some rest. I’ll see you in the morning. Goodnight.” she said before closing the door behind him.

Once the coast was clear, Billy came out of the bathroom. “Fuck, that was close!” he said and they both burst into laughter. “My heart was pounding!” Karen said before sighing and sitting down on the bed. Billy sat down beside her. “You’re great with him. Listening to you with Mike...he’s really lucky to have you...makes me wish I had a relationship with my mother. She ditched us when I was really young.” Karen could see the sadness in his eyes. “It’s her loss.” she said, lifting his chin to look him in the eyes. Billy leaned over and claimed her mouth with his. This kiss was passionate, but it felt different than all of their other kisses. The atmosphere was different, full of a need that wasn’t there before. Billy needed to be comforted, to be loved. When he pulled away, they were both breathless. They sat in silence, both changed by the kiss that they had just shared. Karen yawned. Billy smirked and raised an eyebrow at her. “Am I boring you?” he asked playfully. “Never. It’s just been a long night.” she said, nudging him with her shoulder. “I better get going, so that you can get some sleep. We’ll finish what we started another time.” he said before winking and pecking her on the forehead. “I’ll hold you to that.” Karen said suggestively. She walked to the door and opened it to look down the hall to make sure no one was there. “Goodnight.” he said as he walked through the doorway. “A good night indeed.” Karen replied before closing the door behind him. She climbed into bed and fell asleep almost as soon as her head hit the pillow.

The pounding in her head from her hangover woke Karen up. She stretched and immediately winced at the soreness all over her body. _This is going to be a long fucking day._ She thought as she rolled over to climb out of bed. She showered and got ready for the day before heading out to meet up with the children. The group ate breakfast together at the hotel and then loaded up on the bus to start the journey to their last museum stop of the trip. Billy slid down in the seat beside her and his familiar scent wafted in her direction. Karen closed her eyes and inhaled the cloud of Billy that surrounded her. “How’s it going, Mrs. Wheeler!?” he said cheerfully. She couldn’t believe he was so chipper with no signs of a hangover. “I feel like shit!” Karen whispered before Billy shushed her. “Language!” he said and they both chuckled.

Luckily for Karen, the day seemed to go by fast. She steered clear of Billy for the entire day and by the time the kids and adults made their way back to the bus to head back to Hawkins, Karen was exhausted. She was thankful that at least her headache was subsiding and she drifted to sleep almost as soon as the bus took off. She woke up with her head resting on Billy’s shoulder, feeling the bus coming to a stop. She quickly sat up straight, hoping no one had seen her leaning on him while she slept. “Er...sorry about that Billy.” she said, glancing up at him. He was staring at her. “It’s A-Ok, Mrs. Wheeler. I’ll be your pillow any day.” he said, winking. Karen blushed and cleared her throat.

The kids were grabbing their things and filing off of the bus. “Until next time, Karen.” he said as he smiled at her. “Bye, Billy.” she replied. In the car, Mike was quiet. “How are things with El?” she asked him as they drove home. “Much better. I apologized and she accepted.” he said, smiling. “Glad to hear it honey.” “Oh...and I gave her M&M’s.” he said. “Atta-boy!” she said, laughing.

“Dammit! I’m going to need another part!” Ted’s body was halfway in the cabinet under the kitchen sink at the Wheeler house. He had been trying to fix a leak for a few weeks and had convinced himself the whole pipe system had to be replaced. After multiple trips to the hardware store, he still hadn’t had much success. Karen snorted before taking a sip of her water. _Yet another trip to the store._ She thought, rolling her eyes. “Maybe I should come with you. I have to get light bulbs anyway.” Karen knew Ted was too stubborn to ask for help at the store, so she’d have to go and be the one to do it. “Ok, fine, let’s go then.” he said reluctantly. When they arrived, Karen put Holly in the cart and grabbed the light bulbs. When they got to the plumbing aisle, Ted was fumbling through every single part. “I’ll get someone who works here to help.” she said after a few minutes passed. “Not necessary. I know which one I need!” Ted snapped at her before grabbing something and throwing it into the cart. Karen was convinced that he just selected the item to prove that the knew what he was doing and she knew that he in fact, did not. Ted was eyeing a few other items when Karen heard a familiar voice. 

“Hey Kar...er...Mrs. Wheeler!” The smell of his sweat made her mouth water before she could even look up at him. Billy was standing there smiling at her. His white tank top clung to him, dampened with perspiration and covered in what looked like dirt and oil. He jeans hugged his muscular thighs perfectly and they too, were covered in grease. It took Karen a moment to realize that she was ogling him and she cleared her throat. “H-hi, Billy. So nice to see you!” her voice came out in a squeak and Billy chuckled. Ted cleared his throat. “Oh, Ted...you remember Billy? Or maybe not? He’s Mikes’ friend Max’s older brother. You know Max? Long red hair?” Karen rambled on. “Yeah, yeah, Neil’s boy. Nice to see ya, kid.” Ted said shaking Billy’s hand. “Good to see you, Mr. Wheeler.” he flashed a smile. Karen wanted to leave right that instant. “So, uh, what you working on, there?” Ted asked, gesturing at the large wrench that Billy was twirling. Karen watched his hands as they toyed with the tool, those same strong hands that had touched every single inch of her body, and her flesh started to warm. She eyed the dirt that was caked around his fingernails and swallowed hard. “Camaro needs a tune-up.” Billy replied, snapping Karen out of her lust filled stupor. “Ah, didn’t take a Cali boy like yourself to be much of a mechanic.” Ted chuckled. “I’ve always liked working with my _hands_. I’m a regular _Mr. Fix It._ I actually like getting my hands dirty _._ ” his words suggested something that Karen tried to ignore. “I wish Mike was into that stuff. He’d rather play nerd board games with his friends.” Karen was annoyed with Ted as she heard the words come out of his mouth. She shifted on her feet.  “Say...ya know anything about kitchen pipes?” Ted asked. “Oh, I know a lot about _pipes_.” he replied and Karen almost convulsed. “Do you think...you could come over and help me out with something?” Ted said. Karen interjected before Billy could respond. “Ted, I’m sure Billy has more pressing...” Billy interrupted her before she could finish the sentence. “Oh of course! I’d love to help work on the pipes. I don’t have any concrete plans this afternoon, so I can come over today if ya want.” he said cheerfully. Karen wanted to disappear into the floor. “Great! What times good for you?” Ted was excited to have the help. “Well, I just have one more thing to do to the car and then I’ll clean up. As you can see, I’m _filthy_...wouldn’t want to _dirty_ up your house. I’ll head over after a shower.” his eyes flashed to Karen’s. He had a way of invading her personal space with just his eyes. Her face was on fire and Ted didn’t even seem to notice the sexual tension that was building right there in front of him. “You got a deal.” Ted said before shaking Billy’s hand. When he turned to walk away, Karen glanced at his ass and before she could catch herself, she let out a sigh. Of course, Ted didn’t notice. 

K aren couldn’t decide if she was excited or nervous for Billy to come over.  She tidied up around the house before making some fresh lemonade. A couple of hours passed and she put Holly down for a nap. Mike was  at school and  the house was quiet.  Karen stopped for a moment to appreciate the silence. 

H er heart started to race when she heard the doorbell ring.  She opened the door and there he was, in a crisp white fitted t-shirt, smelling of soap and shampoo. “Hi there.” he said, winking at her. She brushed her collarbone with her hand. “Hi.” she breathed. “That him?!” Ted called from the kitchen. Billy stepped in so that Karen could close the door behind him before she started toward the kitchen. He reached for her ass and gave it a squeeze before she giggled and swatted his hand away. 

She thought it was best to make herself scarce, so she headed into the living room to read a magazine. After about an hour or so, she decided to get a snack and a drink, so she made her way back into the kitchen where the men were still at work. “Anyone want a snack or some fresh lemonade?” She asked. “Lemonade would be great, Mrs. Wheeler!” Billy called from under the sink. “I’ll take one too, Honey.” Ted said. “Coming right up!” Karen worked on pouring the drinks. “Ok, I’m going to switch it on now.” Ted had his hand on the faucet knob. “Go for it!” Billy replied. Ted switched the faucet on and instantly, Billy yelped as water sprayed from the pipes beneath the sink onto him and the floor. Ted quickly turned the faucet off. “Dammit!” Billy climbed from beneath the sink and stood up. His white t-shirt was drenched and Karen could see his hard nipples through the almost see-through cotton. She couldn’t understand how so much water had come out in a matter of moments. “I...will go get some towels.” She said trying to peel her eyes away from his chest. She rushed out of the kitchen, smirking once her back was turned.  
  
She came back with two towels and handed one to Billy. She was about to wipe the floor when he grabbed the other towel from her. “Allow me.” He said before getting down on his hands and knees to dry the floor. The definition in his bicep as it flexed while he scrubbed in a circular motion made Karen’s temperature start to rise. His ass was divine and she couldn’t help but drink in his figure while he worked. Once he was done, he stood back up and proceeded to try to blot some of the water from his shirt with the other towel. Karen felt her nipples harden beneath her shirt as she watched him, while chewing on her bottom lip.   
  
Ted was reading one of the manuals that came with the parts he purchased with a confused look on his face. Karen handed them their lemonades and grabbed a banana from the basket of fruit on the counter. “This is really great lemonade, Mrs. Wheeler.” He said grinning after taking a gulp. “Thanks, I’m glad you’re enjoying it” She said as she glanced down at his shirt again while peeling the banana.   
  
She went to take a bite, but noticed Billy was watching her intently, so she let her mouth linger over the tip, before she licked it. Billy almost choked on his lemonade, but quickly recovered. Karen took her time with each bite from there, letting her mouth play with the fruit, stroking it, enjoying teasing Billy along the way. His cock started to swell watching her mouth, her lips, her tongue, and his eyes begged her to stop. By the time she finished her last bite, Billy could barely contain himself, but he had no choice, but to try to ignore the discomfort of his erection that was now pushing at his jeans. “So, I think I know what may be the problem.” He turned to look at Ted. “Yeah? What’s that.” Ted was still reading the manual as if some new and different words would magically appear. “I think you just have the wrong sized gasket.” He replied. “I have to go back to the store!” Ted said with a huff. Karen almost laughed, but she caught herself and stifled the chuckle in her throat. “Did you have anywhere to be, Billy? If not, I’ll just run to the store and we can finish up when I’m back.” Ted said. “Oh, no plans until later tonight. I can come with you to the store.” He said. “No no, I’ll be quick and you’ll just slow me down! I’ll be back in a flash.” Ted said and he hurried out of the room before Billy could respond. Ted grabbed his keys and slammed the door on his way out.   
  
Once Ted was out of the house, Billy looked over at Karen with a raised eyebrow. “I know what you were doing.” He said accusingly. “I have no idea what you’re talking about.” Karen said plainly folding her arms. “I think you do. I almost exploded in my jeans watching you.” He said walking toward her. Karen took a step back, smirking at him. “I would suggest you try to control yourself and your urges.” she said playfully. “I don’t like being teased.” he said, with a hint of a smile on his lips. “Is that right? Just what are you gonna do about it?” Karen was getting bold. “Oh, what am I gonna do about it? You really want to know? Bend over the counter and I’ll show you what happens when you tease me.” His voice deepened. Karen’s heart started to race as she stared at him, glancing over at the doorway. “Do it. Now, Karen.” she paused before obeying his orders and bending over the counter. “Grab the edge and don’t let go, no matter what. Lift that perfect ass for me as high as you can.” Karen gripped the edge of the counter, holding on tight and offered up her bottom for whatever Billy wanted to do to it. 

Billy hiked her skirt up above her waist and massaged her ass through her  pink panties.  The way he touched her was sensual, lusty, his hands worshiped her.  He groaned at the feeling as he kneaded  her muscles . He hooked his fingers in the waistband of her underwear and pulled them down to her ankles. She stepped out of them and kicked them to the side. “ I know you like being punished, but you’re going to have to tell me that you want it.  So, l et’s hear it.” Billy said as his hands stroked across her bare bottom. “I want it.” Karen breathed.  “I’m sorry, but that’s not good enough.” he said  sliding one had down between her thighs .  Karen quivered. “I want it. Please,  Billy! ”  She whined,  pushing her ass toward him .  “Alright, then.” he chuckled softly and she felt the absence of his hand.  Goosebumps sprang up all over her and s he squeezed her eyes shut, bracing herself for what was to come.  The seconds ticked by and the anticipation building inside of Karen made sweat start to bead on her forehead. Billy eyes were hooded with lust as he looked down at her ass, knowing what he was about to do to it  and his dick began to throb.  The room was silent and he could hear each and every breath that  each of them took.

Suddenly, his hand crashed down on her ass, igniting a line of fire across her flesh, making her lurch forward, startled by the contact. She moaned almost too loudly in response. Before she could catch her breathe or prepare herself, his hand came down again, biting into her other cheek. She felt the blood rush to the surface of her skin.  The warm pleasure absorbed into her flesh radiating outward as he started to rain down more smacks, picking up the pace and creating a rhythm. Her skin sizzled under his assault and she could feel her desire building through the pain and pleasure. Her breathing sped up and she heard his ragged breaths as well, escaping him in huffs between the slaps. She could feel every welt as it pricked up with each blow that his hand doled out and moisture started to leak from her core. Billy enjoyed watching her skin redden, branded with his hand print, tender to the touch. The way her flesh sprang back after each slap, made his dick stiffen even more. He varied the way he spanked her, making sure no inch of her ass was untouched. The inside of his palm began to tingle, but he didn’t let up. He popped her over and over in quick succession, making her more and more aroused by the moment. Karen was lost in the fire of the punishment, panting, squirming and moaning, completely consumed by the flames that engulfed the surface her skin. She loved the feeling of his hand connecting with her each time and it was driving her wild. Suddenly, he gently raked his fingernails across her ass, igniting electricity, intensifying the sting and she bit back a scream. The feeling was both shocking and pleasurable at the same time. She was overcome with all of the sensations and the intensity that was building inside of her. She gripped the edge of the counter, her nails scraping against the hard surface as her entire body quaked. He continued the spanking, his strong hands claiming her each time. She had lost count of the number of times his hand had made contact with her and the pain began to dull into a heated throb. Her clit ached, desperate for friction, for some sort of relief.  The last few strikes were remorseless and they both could barely breathe after the final blow. Billy eyed the rosy splotches on her skin, pleased with his work, but he knew he wasn’t done with her yet.

He  leaned down and began to plant gentle kisses on  every inch of  the raw flesh  before him , at times, letting his tongue peek out to lick the welts that had formed there,  all  by his doing.  Karen  shuddered  at the feeling of his mouth  on her hot skin . She  was feverish, relishing  in the softness of his lips, and the tingling  evidence of the  spanking , like  tiny needle pricks  all over her.  He blew air against her  ass , cooling the areas  where his saliva shined and Karen felt some relief.  He stood up and brushed  his finger tips up the inside of her thigh until he found her sex.  “ My god, you’re soaking wet, Karen.  We gotta make this quick. I don’t know when Mr. Wheeler will be back, but I need you right fucking now.” Karen didn’t care how long  it lasted, she just needed to feel him, to be stretched by him, she was desperate for it.  She arched her back further, inviting him to penetrate her and he groaned in response.  Billy unzipped his jeans  pulling them down just enough  to free his erection and  began to stroke his throbbing member, watching her, bent over the counter, exposed for him. He knew he  had to be inside of her, to feel her tight heat wrapped around him,  a familiar feeling that he would never grow tired of. 

She felt the head of his cock, pushing at her slippery opening, and without any warning or pause, he slammed into her, bucking frantically,  making her gasp.  Her tight walls gripped him as he forcefully pushed further, deeper inside of her  and he stilled for a bit before he retreated. Karen’s insides were  quivering as he began  stroking erratically.  He knew he couldn’t hold back, his body wouldn’t allow him to.  He no longer had any control.  His cock was rabid to feel each push and pull,  as her walls  tightened around him him .  He  was fucking her with urgency,  with  desperation, as his thick shaft slid into her wetness. 

He controlled her hips, grasping them tightly, pulling her back to meet his dick each time he pounded into her. The room was filled with the haze of their lust as he continued to stroke again and again, grinding his hips each time. Her pussy trembled around him, welcoming the delicious friction they were creating together. She felt every rigid inch of him, stretching her from within, a deliciously painful, yet pleasureful feeling. Billy wanted so badly to make her come, but the built up tension was bringing him closer to the edge by the second and he didn’t know how much longer he would last. He loved the way she opened up just enough to accommodate his size. She was so tight, so wet, and Billy was utterly lost in her in her depths. His hips slapped against her ass and Karen was losing herself in the cloud ecstasy, feeling the muscles of her sex, squeezing him. She ground her hips to match his movement, loving the fullness of him buried inside of her. Every single inch of her skin felt sensitive, felt alive, her whole body was vibrating. 

His grunts came from  deep in  his throat as he continued to plunge deeper into Karen, obsessed with coming inside of her.  He began to pound into her roughly, making her body lurch forward in response  each time .  She gripped the edge of the counter until her hands  grew sore. 

Seeing his dick slide in and out, coated with her moisture as her heat surrounded him, seemed to make him even harder. Billy felt his climax building at the base of his cock and he knew that he wouldn’t be able to hold on for much longer.  Feeling the spasms in his dick made him slow his pace, some. He knew that he needed to let go, to release all the pressure inside of him, but his obsession with the feeling of her insides sucking him battled with his need to climax. His whole body, every muscle, every inch of him, tensed as he fought to hold on, rejecting his urge to come. He slid into her at a snail’s pace and Karen could feel herself going mad, violently hungry for him to fuck her harder and faster again. She rocked her hips, trying to convince him to drive into her, but he held his ground, giving her each inch slowly and deliberately. He reached down to grab the back of her thigh to bend her knee to rest it on the counter, opening her up more to him. He felt like he could to fuck her deeper at this angle and he moaned as he pushed up into her, feeling her wetness drip down his balls. He dragged his nails from her neck, down the small of her back softly, almost unable to control himself as he stroked her slowly. His leisurely thrusts seemed to drive them both completely mad as they writhed against each other. He clenched his jaw and grabbed a fistful of her hair, as he picked the pace back up, stroking harshly, deeply. Karen could tell he was close and she squeezed her pussy as hard as she could around him, working to send him all the way over the edge. Billy couldn’t fight it any longer. The pressure in his cock proved to be too much and pleasure exploded like a bomb inside of him. His sweat-slick body shuddered as he surrendered to everything that was locked up within him.

His orgasm shot through his body like lightning, making his legs weaken. He dug his nails into Karen’s hips and growled as his semen spurted from the head of his dick. He jerked inside of her, spilling every drop into her soaking cunt and she clenched around him, determined to milk every ounce of his come as it sputtered out. Karen loved the sounds he made and the feeling of him coming in her pussy. She moaned and groaned as he continued to pour his seed inside of her with his final thrusts. Finally, he stilled, buried inside her to the hilt, and tried to catch his breath. Karen continued to squirm and grind against him, not wanting to feel the absence of his cock, still needing her release. When he started to withdraw, she whined in desperation. He slowly pulled out of of her and watched his cum drip from her tight hole. Karen sighed, feeling lightheaded from their encounter. She slowly loosened her grip on the counter, lowered her leg and stood up, seeing shooting lights in the corner of her eyes. Billy pulled his jeans up and grabbed her panties from the floor. She slipped them on, still barely able to breathe. 

S he turned around to face him and her body was so tightly wound that she felt as if she would combust.  She saw the lust and desire still in his eyes as the gazed at each other.  Suddenly, h is lips crashed against hers  and his tongue invaded her mouth, exploring it, taking her breath away. He wrapped his hand around her neck and squeezed gently, pushing his body against hers, deepening the kiss.  Karen closed her eyes and moaned into his mouth, enjoying the taste of him as his tongue  danced with hers.  She reached up to tangle her fingers in his hair, forcing their mouths  further  together,  roughly .  Her need for him  continued to grow by the second and her clit was almost aching.  When he pulled away, Karen  exhaled heavily,  never wanting the kiss to end. Billy brushed her bottom lip with his thumb.  “ Your  lipstick is smeared.  You should probably g o fix it before he gets back.” 

Karen left the kitchen and headed upstairs to the bathroom to try to gather herself.  Once inside she closed the door and smiled into her hand. Her head was still spinning and she was still so aroused. She reached under her skirt to rub her sore bottom and grimaced at the stinging she felt as she touched her own skin. Her clit was throbbing as she leaned back against the bathroom door, closing her eyes with her mind reeling. She let her fingertips brush her collarbone, and then the hollow between her breasts through her blouse, imagining it was Billy still touching her. Her fingers skated down her leg until she found herself gently pushing up the hem of her skirt, making it rise as she brushed the inside of her thigh, leaving goosebumps on her skin along the way. She immediately slipped her fingers into the waistband of her panties and traveled further down until she reached her slippery folds. Her heart-rate picked up as she let her fingers slide across the smooth flesh between her legs, denying them contact with her clit at first, not ready to face the sensitivity hidden between her lips. She rubbed herself, not giving into the urge to touch her aching nub, just yet, but she made sure to tease every inch, avoiding the very center of her pleasure, working around it. When she finally gathered the courage, not knowing if she would come apart instantly, she grazed her clit gently with her fingertips.  She immediately gasped at the surge of pleasure that erupted in her core when she began touching herself, circling her clit. She used her other hand to cover her mouth to muffle the moans that were threatening to escape her throat. She toyed with bud, using her middle finger, swirling it around, coating it with a mixture of the evidence of her own desire and Billy’s cum. She used the warm liquid that seeped from her center to aid her hungry fingers, spreading it all over her slit, making her swollen lips shine. Billy hadn’t made her climax and she needed it so badly. She pictured his hands on her, then his tongue, flashing back to all of their encounters, remembering all of the sensations he had made her feel, the heights he made her body reach each time. She panted into her hand as her desire continued to build, taking her further up with each stroke, increasing the pressure inside of her.  Her hips bucked rhythmically against her hand, countering each movement, creating an addictive cadence. It felt like only mere seconds had passed before she could feel her walls contracting and her climax approaching. Her fingers sped up, frantic and desperate for her release as she explored herself, coaxing more pleasure from her core. Suddenly, everything was a blur as her body overflowed with satisfaction. She bit back a scream when her orgasm exploded and surges of mind-numbing pleasure flooded her pussy. She continued to stroke herself, riding the wave as wetness rushed out of her. Everything seemed to disappear as she let the ecstasy consume her, pulling her into a deep fog. Her heartbeat was in her ears as she tried to stifle the guttural sound that rose from deep within her in response to her climax. 

When she had finally  started to float down, she could barely breathe. She leaned against the door to steady herself, feeling her knees weaken.  Finally, s he walked over to sit on the edge of the tub to gather herself and flinched  as soon as she sat down,  feeling as though the hard surface beneath her was a bed of nails.  She had almost forgotten about the spanking, but her ass hadn’t, and it wouldn’t for a while, but she didn’t mind.  Once she was able to  calm herself, she  looked in the mirror. Her cheeks were flushed and shined with sweat. She  fixed  her makeup and hair as best she could  and  checked on Holly before she made her way back downstairs. 

T ed was back and  he and Billy were hard at work again.  He had finally gotten the right parts and Karen was glad that soon this would all be over. She went into another room to read a book while they finished up. She couldn’t risk being in the room with Billy  again  without accidentally showing signs of her lust for him. “ We’re all set, so I’m going to get going, Mrs. Wheeler!” Billy’s voice startled her from the doorway of the room she was sitting in. “Oh, ok. Thanks a lot for your help, Billy! Let me walk you to the door.” She said as she got up. Her bottom was still so sore and she smirked, thinking she probably should  have put some cream on it to soothe it.  Billy walked through the front door and turned around, grinning at her. “Thanks for the uh…lemonade.” he said, chuckling. “ My pleasure, Billy. You have a good night.” Karen said as Ted walked up behind her. “Yeah, thanks for everything, kid. Get home safe.” Karen cleared her throat. “ Bye Mr. Wheeler!” and with that, he turned and walked to his Camaro. 

Karen started prepping dinner while Ted cleaned up the last of the mess he and Billy  had  made in the kitchen  before retiring to the family room to watch TV .  She hummed as she cut up vegetables. Once everything was on the stove and in the oven, she leaned back against the counter with her glass of wine, reflecting on the day. She couldn’t help but smile looking at the counter top. Her cheeks heated thinking of the things that happened  there  earlier. Ted came in to the room  snapping her out of her flashback . “Dinner will be done in 30.” she said to him as he walked to the fridge to grab a beer. “Sounds good, honey.” he replied. She expected him to leave the room and go back to watching  TV , but he lingered. “Something wrong, Ted?” she said as he leaned on the counter, facing her. She raised her eyebrow when he didn’t immediately answer. “Listen, I know this may seem to come out of left-field, but I want to let you know that I’m going to work to be a better husband. I know I’m not the most...present partner. I think lately, with the stress of work, getting older and feeling less  than  adequate...I haven’t been there for you. We used to have fun...I don’t know…when things got like this.” Ted sounded distraught and Karen’s head was spinning. She wasn’t expecting to hear any of this and she was shocked that he was being so truthful, so vulnerable. It’s a side she hadn’t seen from Ted in a while.  They were both silent.  “Ted, I don’t know what to say...” she breathed,  finally . “Just say that you haven’t given up on me and that you’ll give me a shot to make you happy again.” he said, almost pleading. 

“Ted, I haven’t given up on you...I…” Karen felt tears welling up in her eyes. She had no idea how to react. Ted started again.  “I’ll make things better, I promise. I love you and our kids. This family is the most important thing to me and I’m going to show you.” Karen let the tears spill over, hearing the words come out of his mouth. She had forgotten that she loved him. She had forgotten this side of him, all the good years they had spent together and how life used to be. She was overcome with so many emotions at once, so she stayed silent, replaying the words that he had just said. Finally, she spoke. “Ted, I didn’t expect this. I didn’t think you noticed how things have been...or noticed me for that matter. It means a lot to me that you want to try to change things. And I’m willing...I’m willing to meet you halfway.”She said the words carefully and she knew that she meant them. Ted sighed in relief as he walked over to embrace her. She embraced him back. Some of her wine spilled from the glass she was still holding, but she didn’t care. She sighed into his shoulder, letting the tears flow. He released her and took a step back, brushing a tear from her cheek. “If you’re going to allow me to change things and we’re going to get back to the way things used to be, I only ask one thing of you, Karen.” he said staring right into her eyes. “And, what is that, Ted?” she asked. “I need you to promise me that you’ll end whatever this thing is that you have going on with that Hargrove boy.” Karen’s eyes widened as her wine glass slipped from her sweaty hand, crashing to the floor and shattering into pieces. 


End file.
